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Bear Stearns Asset Backed Securities I LLC Trust 2006-EC2 · 8-K · For 2/28/06 · EX-4.1

Filed On 3/15/06, 5:18pm ET   ·   Accession Number 882377-6-801   ·   SEC File 333-125422-45

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 3/15/06  Bear Stearns ABSs I LLC..2006-EC2 8-K:9       2/28/06    3:2.4M                                   Thacher Proffitt..LLP/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Bear Stearns Asset Backed Securities I LLC          HTML     23K 
 2: EX-1.1      Terms Agreement                                     HTML     27K 
 3: EX-4.1      Pooling and Servicing Agreement                     HTML   2.67M 


EX-4.1   —   Pooling and Servicing Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Trustee
"Pooling and Servicing Agreement
"Bear Stearns Asset Backed Securities I Trust 2006-EC2
"Asset-Backed Certificates, Series 2006-EC2
"Definitions
"The Certificates
"Remic I
"Remic Ii
"Remic Iii
"Remic Iv
"Remic V
"Remic Vi
"Section 1.01 Defined Terms
"Additional Disclosure
"Additional Form 10-D Disclosure
"Additional Form 10-K Disclosure
"Agreement
"Assessment of Compliance
"Attestation Report
"Back-Up Certification
"Certification Parties
"Certifying Person
"Class A-1 Certificate
"Class A-2 Certificate
"Class A-3 Certificate
"Class A-4 Certificate
"Class CE Certificate
"Class IO Distribution Amount
"Class M-1 Certificate
"Class M-2 Certificate
"Class M-3 Certificate
"Class M-4 Certificate
"Class M-5 Certificate
"Class M-6 Certificate
"Class M-7 Certificate
"Class M-8 Certificate
"Class M-9 Certificate
"Class M-10 Certificate
"Class P Certificate
"Class R-1 Certificate
"Class R-2 Certificate
"Class R-3 Certificate
"Class RX Certificate
"Code
"Current Interest
"Custodian
"Definitive Certificates
"Deleted Mortgage Loan
"Delinquent
"Depositor
"Depository Participant
"Derivative Administrator
"Distribution Date
"Emc
"Erisa
"Event of Default
"Exchange Act
"Form 8-K Disclosure Information
"Institutional Accredited Investor
"LaSalle
"Latest Possible Maturity Date
"Loss Allocation Limitation
"Marker Rate
"Master Funding
"Master Servicer
"Maximum Uncertificated Accrued Interest Deferral Amount
"Moody's
"Mortgage File
"Mortgage Loans
"Mortgage Loan Purchase Price
"Mortgage Loan Schedule
"Net Rate Cap
"Nonrecoverable Advance
"One-Month LIBOR Pass-Through Rate
"Pass-Through Rate
"Permitted Investments
"Qib
"Rating Agency
"Regular Interest
"Regulation AB
"REMIC Termination Payment
"Reportable Event
"Request for Release
"Residual Certificates
"Residual Interest
"S&P
"Sarbanes-Oxley Certification
"Securities Act
"Seller
"Servicing Criteria
"Significance Percentage
"Sponsor
"Substitution Adjustment Amount
"Successor Master Servicer
"Supplemental Interest Trust
"Supplemental Interest Trust Trustee
"Swap Optional Termination Payment
"Tax Matters Person
"Transfer Affidavit
"Trust Fund
"Uncertificated Notional Amount
"Uncertificated REMIC I Pass-Through Rate
"Uncertificated REMIC II Pass-Through Rate
"Section 1.02 Allocation of Certain Interest Shortfalls
"Section 2.01 Conveyance of Trust Fund
"Section 2.02 Acceptance of the Mortgage Loans
"Section 2.03 Representations, Warranties and Covenants of the Master Servicer and The Sponsor
"Section 2.04 Representations and Warranties of the Depositor
"Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases
"Section 2.06 Countersignature and Delivery of Certificates
"Section 2.07 Purposes and Powers of the Trust
"Section 3.01 The Master Servicer to act as Master Servicer
"Section 3.02 Due-on-Sale Clauses; Assumption Agreements
"Section 3.03 Subservicers
"Section 3.04 Documents, Records and Funds in Possession of the Master Servicer To Be Held for Trustee
"Section 3.05 Maintenance of Hazard Insurance
"Section 3.06 Presentment of Claims and Collection of Proceeds
"Section 3.07 Maintenance of the Primary Mortgage Insurance Policies
"Section 3.08 Fidelity Bond, Errors and Omissions Insurance
"Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans
"Section 3.10 Servicing Compensation
"Section 3.11 REO Property
"Section 3.12 Liquidation Reports
"Section 3.13 Annual Statement as to Compliance
"Section 3.14 Assessments of Compliance and Attestation Reports
"Section 3.15 Books and Records
"Section 3.16 Reports Filed with Securities and Exchange Commission
"Section 3.17 Intention of the Parties and Interpretation
"Section 3.18 UCC
"Section 3.19 Optional Purchase of Certain Mortgage Loans
"Section 3.20 Obligations of the Master Servicer in Respect of Mortgage Rates and Scheduled Payments
"Section 3.21 Reserve Fund; Payments to and from Derivative Administrator; Supplemental Interest Trust
"Section 3.22 Tax Treatment of Class IO Distribution Amounts in the Event of Resecuritization of Class A Certificates or Class M Certificates
"Section 3.23 Advancing Facility
"Section 3.24 Special Servicer
"Section 4.01 Collection of Mortgage Loan Payments; Protected Account
"Section 4.02 Permitted Withdrawals From the Protected Account
"Section 4.03 Collection of Taxes; Assessments and Similar Items; Escrow Accounts
"Section 4.04 Distribution Account
"Section 4.05 Permitted Withdrawals and Transfers from the Distribution Account
"Section 4.06 Class P Certificate Account
"Section 5.01 Advances
"Section 5.02 Compensating Interest Payments
"Section 5.03 REMIC Distributions
"Section 5.04 Distributions
"Section 5.05 Allocation of Realized Losses
"Section 5.06 Monthly Statements to Certificateholders
"Section 5.07 REMIC Designations and REMIC Distributions
"Section 6.01 The Certificates
"Section 6.02 Certificate Register; Registration of Transfer and Exchange of Certificates
"Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates
"Section 6.04 Persons Deemed Owners
"Section 6.05 Access to List of Certificateholders' Names and Addresses
"Section 6.06 Book-Entry Certificates
"Section 6.07 Notices to Depository
"Section 6.08 Definitive Certificates
"Section 6.09 Maintenance of Office or Agency
"Section 7.01 Liabilities of the Depositor and the Master Servicer
"Section 7.02 Merger or Consolidation of the Depositor or the Master Servicer
"Section 7.03 Indemnification of the Trustee and the Master Servicer
"Section 7.04 Limitations on Liability of the Depositor, the Master Servicer and Others
"Section 7.05 Master Servicer Not to Resign
"Section 7.06 Successor Master Servicer
"Section 7.07 Sale and Assignment of Master Servicing
"Section 8.01 Events of Default
"Section 8.02 Trustee to Act; Appointment of Successor
"Section 8.03 Notification to Certificateholders
"Section 8.04 Waiver of Defaults
"Section 9.01 Duties of Trustee
"Section 9.02 Certain Matters Affecting the Trustee
"Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans
"Section 9.04 Trustee May Own Certificates
"Section 9.05 Trustee's Fees and Expenses
"Section 9.06 Eligibility Requirements for Trustee
"Section 9.07 Insurance
"Section 9.08 Resignation and Removal of Trustee
"Section 9.09 Successor Trustee
"Section 9.10 Merger or Consolidation of Trustee
"Section 9.11 Appointment of Co-Trustee or Separate Trustee
"Section 9.12 Tax Matters
"Section 10.01 Termination upon Liquidation or Repurchase of all Mortgage Loans
"Section 10.02 Final Distribution on the Certificates
"Section 10.03 Additional Termination Requirements
"Section 11.01 Amendment
"Section 11.02 Recordation of Agreement; Counterparts
"Section 11.03 Governing Law
"Section 11.04 Intention of Parties
"Section 11.05 Notices
"Section 11.06 Severability of Provisions
"Section 11.07 Assignment
"Section 11.08 Limitation on Rights of Certificateholders
"Section 11.09 Inspection and Audit Rights
"Section 11.10 Certificates Nonassessable and Fully Paid
"Section 11.11 Third Party Rights

This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




                   BEAR STEARNS ASSET BACKED SECURITIES I LLC,

                                   Depositor,

                            EMC MORTGAGE CORPORATION,

                          Sponsor and Master Servicer,

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,

                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT

                          Dated as of February 1, 2006

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

              BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2006-EC2

                   ASSET-BACKED CERTIFICATES, SERIES 2006-EC2

                                               TABLE OF CONTENTS

                                                   ARTICLE I

                                                  DEFINITIONS

Section 1.01      Defined Terms..............................................................................
Section 1.02      Allocation of Certain Interest Shortfalls..................................................

                                                  ARTICLE II

                                           CONVEYANCE OF TRUST FUND

Section 2.01      Conveyance of Trust Fund...................................................................
Section 2.02      Acceptance of the Mortgage Loans...........................................................
Section 2.03      Representations, Warranties and Covenants of the Master Servicer and The Sponsor...........
Section 2.04      Representations and Warranties of the Depositor............................................
Section 2.05      Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases............
Section 2.06      Countersignature and Delivery of Certificates..............................................
Section 2.07      Purposes and Powers of the Trust...........................................................

                                                  ARTICLE III

                              ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

Section 3.01      The Master Servicer to act as Master Servicer..............................................
Section 3.02      Due-on-Sale Clauses; Assumption Agreements.................................................
Section 3.03      Subservicers...............................................................................
Section 3.04      Documents, Records and Funds in Possession of the Master Servicer To Be Held for
                  Trustee....................................................................................
Section 3.05      Maintenance of Hazard Insurance............................................................
Section 3.06      Presentment of Claims and Collection of Proceeds...........................................
Section 3.07      Maintenance of the Primary Mortgage Insurance Policies.....................................
Section 3.08      Fidelity Bond, Errors and Omissions Insurance..............................................
Section 3.09      Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
                  Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans........................
Section 3.10      Servicing Compensation.....................................................................
Section 3.11      REO Property...............................................................................
Section 3.12      Liquidation Reports........................................................................
Section 3.13      Annual Statement as to Compliance..........................................................
Section 3.14      Assessments of Compliance and Attestation Reports..........................................
Section 3.15      Books and Records..........................................................................
Section 3.16      Reports Filed with Securities and Exchange Commission......................................
Section 3.17      Intention of the Parties and Interpretation................................................
Section 3.18      UCC........................................................................................
Section 3.19      Optional Purchase of Certain Mortgage Loans................................................
Section 3.20      Obligations of the Master Servicer in Respect of Mortgage Rates and Scheduled Payments.....
Section 3.21      Reserve Fund; Payments to and from Derivative Administrator; Supplemental Interest
                  Trust......................................................................................
Section 3.22      Tax Treatment of Class IO Distribution Amounts in the Event of Resecuritization of
                  Class A Certificates or Class M Certificates...............................................
Section 3.23      Advancing Facility.........................................................................
Section 3.24      Special Servicer...........................................................................

                                                  ARTICLE IV

                                                   ACCOUNTS

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

                                                   ARTICLE V

                                          DISTRIBUTIONS AND ADVANCES

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

                                                  ARTICLE VI

                                               THE CERTIFICATES

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

                                                  ARTICLE VII

                                     THE DEPOSITOR AND THE MASTER SERVICER

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

                                                 ARTICLE VIII

                                    DEFAULT; TERMINATION OF MASTER SERVICER

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

                                                  ARTICLE IX

                                            CONCERNING THE TRUSTEE

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

                                                   ARTICLE X

                                                  TERMINATION

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

                                                  ARTICLE XI

                                           MISCELLANEOUS PROVISIONS

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

EXHIBITS

Exhibit A-1.......Form of Class A Certificates
Exhibit A-2.......Form of Class M Certificates
Exhibit A-3.......Form of Class P Certificates
Exhibit A-4.......Form of Class CE Certificates
Exhibit A-5.......Form of Class R Certificates
Exhibit B.........Mortgage Loan Schedule
Exhibit C.........Form of Transfer Affidavit
Exhibit D.........Form of Transferor Certificate
Exhibit E.........Form of Investment Letter (Non-Rule 144A)
Exhibit F.........Form of Rule 144A and Related Matters Certificate
Exhibit G.........Form of Request for Release
Exhibit H.........DTC Letter of Representations
Exhibit I.........Schedule of Mortgage Loans with Lost Notes
Exhibit J.........Form of Custodial Agreement
Exhibit K.........Form of Back-Up Certification
Exhibit L.........Form of Mortgage Loan Purchase Agreement
Exhibit M.........Swap Agreement
Exhibit N.........Special Servicer Delinquency Triggers
Exhibit O.........Yield Maintenance Agreement
Exhibit P ........Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit Q.........Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit R.........Additional Disclosure Notification

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

                              PRELIMINARY STATEMENT

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

                                     REMIC I

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

                                  Uncertificated REMIC I        Initial Uncertificated         Latest Possible Maturity
         Designation                 Pass-Through Rate             Principal Balance                   Date (1)
---------------------------       ----------------------        ----------------------         ------------------------
        I-Non-Swap                      Variable(2)             $        33,496,398.96             February 25, 2036
           I-5-A                        Variable(2)             $         5,888,033.09             February 25, 2036
           I-5-B                        Variable(2)             $         5,888,033.09             February 25, 2036
           I-6-A                        Variable(2)             $         6,525,130.04             February 25, 2036
           I-6-B                        Variable(2)             $         6,525,130.04             February 25, 2036
           I-7-A                        Variable(2)             $         7,128,700.75             February 25, 2036
           I-7-B                        Variable(2)             $         7,128,700.75             February 25, 2036
           I-8-A                        Variable(2)             $         7,690,943.39             February 25, 2036
           I-8-B                        Variable(2)             $         7,690,943.39             February 25, 2036
           I-9-A                        Variable(2)             $         8,182,710.56             February 25, 2036
           I-9-B                        Variable(2)             $         8,182,710.56             February 25, 2036
          I-10-A                        Variable(2)             $         7,863,551.13             February 25, 2036
          I-10-B                        Variable(2)             $         7,863,551.13             February 25, 2036
          I-11-A                        Variable(2)             $         7,497,603.56             February 25, 2036
          I-11-B                        Variable(2)             $         7,497,603.56             February 25, 2036
          I-12-A                        Variable(2)             $         7,149,657.87             February 25, 2036
          I-12-B                        Variable(2)             $         7,149,657.87             February 25, 2036
          I-13-A                        Variable(2)             $         6,817,927.31             February 25, 2036
          I-13-B                        Variable(2)             $         6,817,927.31             February 25, 2036
          I-14-A                        Variable(2)             $         6,501,654.16             February 25, 2036
          I-14-B                        Variable(2)             $         6,501,654.16             February 25, 2036
          I-15-A                        Variable(2)             $         6,200,116.15             February 25, 2036
          I-15-B                        Variable(2)             $         6,200,116.15             February 25, 2036
          I-16-A                        Variable(2)             $         5,912,484.42             February 25, 2036
          I-16-B                        Variable(2)             $         5,912,484.42             February 25, 2036
          I-17-A                        Variable(2)             $         5,638,238.56             February 25, 2036
          I-17-B                        Variable(2)             $         5,638,238.56             February 25, 2036
          I-18-A                        Variable(2)             $         5,376,928.51             February 25, 2036
          I-18-B                        Variable(2)             $         5,376,928.51             February 25, 2036
          I-19-A                        Variable(2)             $         5,127,785.39             February 25, 2036
          I-19-B                        Variable(2)             $         5,127,785.39             February 25, 2036
          I-20-A                        Variable(2)             $         4,890,268.39             February 25, 2036
          I-20-B                        Variable(2)             $         4,890,268.39             February 25, 2036
          I-21-A                        Variable(2)             $         4,663,778.69             February 25, 2036
          I-21-B                        Variable(2)             $         4,663,778.69             February 25, 2036
          I-22-A                        Variable(2)             $         4,432,526.48             February 25, 2036
          I-22-B                        Variable(2)             $         4,432,526.48             February 25, 2036
          I-23-A                        Variable(2)             $         4,227,467.23             February 25, 2036
          I-23-B                        Variable(2)             $         4,227,467.23             February 25, 2036
          I-24-A                        Variable(2)             $        77,358,062.55             February 25, 2036
          I-24-B                        Variable(2)             $        77,358,062.55             February 25, 2036
          I-25-A                        Variable(2)             $           393,783.95             February 25, 2036
          I-25-B                        Variable(2)             $           393,783.95             February 25, 2036
          I-26-A                        Variable(2)             $           378,871.57             February 25, 2036
          I-26-B                        Variable(2)             $           378,871.57             February 25, 2036
          I-27-A                        Variable(2)             $           364,545.98             February 25, 2036
          I-27-B                        Variable(2)             $           364,545.98             February 25, 2036
          I-28-A                        Variable(2)             $           350,783.19             February 25, 2036
          I-28-B                        Variable(2)             $           350,783.19             February 25, 2036
          I-29-A                        Variable(2)             $           337,560.23             February 25, 2036
          I-29-B                        Variable(2)             $           337,560.23             February 25, 2036
          I-30-A                        Variable(2)             $           324,855.13             February 25, 2036
          I-30-B                        Variable(2)             $           324,855.13             February 25, 2036
          I-31-A                        Variable(2)             $           312,646.79             February 25, 2036
          I-31-B                        Variable(2)             $           312,646.79             February 25, 2036
          I-32-A                        Variable(2)             $           300,915.03             February 25, 2036
          I-32-B                        Variable(2)             $           300,915.03             February 25, 2036
          I-33-A                        Variable(2)             $           289,412.90             February 25, 2036
          I-33-B                        Variable(2)             $           289,412.90             February 25, 2036
          I-34-A                        Variable(2)             $           278,420.82             February 25, 2036
          I-34-B                        Variable(2)             $           278,420.82             February 25, 2036
          I-35-A                        Variable(2)             $           268,041.46             February 25, 2036
          I-35-B                        Variable(2)             $           268,041.46             February 25, 2036
          I-36-A                        Variable(2)             $         2,143,640.29             February 25, 2036
          I-36-B                        Variable(2)             $         2,143,640.29             February 25, 2036
          I-37-A                        Variable(2)             $           159,507.81             February 25, 2036
          I-37-B                        Variable(2)             $           159,507.81             February 25, 2036
          I-38-A                        Variable(2)             $           154,477.30             February 25, 2036
          I-38-B                        Variable(2)             $           154,477.30             February 25, 2036
          I-39-A                        Variable(2)             $           149,604.62             February 25, 2036
          I-39-B                        Variable(2)             $           149,604.62             February 25, 2036
          I-40-A                        Variable(2)             $           144,884.83             February 25, 2036
          I-40-B                        Variable(2)             $           144,884.83             February 25, 2036
          I-41-A                        Variable(2)             $           140,313.14             February 25, 2036
          I-41-B                        Variable(2)             $           140,313.14             February 25, 2036
          I-42-A                        Variable(2)             $           135,884.94             February 25, 2036
          I-42-B                        Variable(2)             $           135,884.94             February 25, 2036
          I-43-A                        Variable(2)             $           131,595.74             February 25, 2036
          I-43-B                        Variable(2)             $           131,595.74             February 25, 2036
          I-44-A                        Variable(2)             $           127,441.18             February 25, 2036
          I-44-B                        Variable(2)             $           127,441.18             February 25, 2036
          I-45-A                        Variable(2)             $           123,417.07             February 25, 2036
          I-45-B                        Variable(2)             $           123,417.07             February 25, 2036
          I-46-A                        Variable(2)             $           119,519.33             February 25, 2036
          I-46-B                        Variable(2)             $           119,519.33             February 25, 2036
          I-47-A                        Variable(2)             $           115,744.00             February 25, 2036
          I-47-B                        Variable(2)             $           115,744.00             February 25, 2036
          I-48-A                        Variable(2)             $           112,087.25             February 25, 2036
          I-48-B                        Variable(2)             $           112,087.25             February 25, 2036
          I-49-A                        Variable(2)             $           108,545.39             February 25, 2036
          I-49-B                        Variable(2)             $           108,545.39             February 25, 2036
          I-50-A                        Variable(2)             $           105,114.81             February 25, 2036
          I-50-B                        Variable(2)             $           105,114.81             February 25, 2036
          I-51-A                        Variable(2)             $           101,792.03             February 25, 2036
          I-51-B                        Variable(2)             $           101,792.03             February 25, 2036
          I-52-A                        Variable(2)             $            98,573.68             February 25, 2036
          I-52-B                        Variable(2)             $            98,573.68             February 25, 2036
          I-53-A                        Variable(2)             $            95,456.50             February 25, 2036
          I-53-B                        Variable(2)             $            95,456.50             February 25, 2036
          I-54-A                        Variable(2)             $            92,437.31             February 25, 2036
          I-54-B                        Variable(2)             $            92,437.31             February 25, 2036
          I-55-A                        Variable(2)             $            89,513.06             February 25, 2036
          I-55-B                        Variable(2)             $            89,513.06             February 25, 2036
          I-56-A                        Variable(2)             $            86,732.89             February 25, 2036
          I-56-B                        Variable(2)             $            86,732.89             February 25, 2036
          I-57-A                        Variable(2)             $            83,986.75             February 25, 2036
          I-57-B                        Variable(2)             $            83,986.75             February 25, 2036
          I-58-A                        Variable(2)             $            81,485.44             February 25, 2036
          I-58-B                        Variable(2)             $            81,485.44             February 25, 2036
          I-59-A                        Variable(2)             $            78,937.27             February 25, 2036
          I-59-B                        Variable(2)             $            78,937.27             February 25, 2036
          I-60-A                        Variable(2)             $         2,386,301.79             February 25, 2036
          I-60-B                        Variable(2)             $         2,386,301.79             February 25, 2036
          P                                0.00%                $               100.00             February 25, 2036

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

                                    REMIC II

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

                                  Uncertificated REMIC II       Initial Uncertificated         Latest Possible Maturity
         Designation                 Pass-Through Rate             Principal Balance                   Date (1)
---------------------------       ----------------------        ----------------------         ------------------------
            AA                          Variable(2)             $       436,273,654.26             February 25, 2036
            A-1                         Variable(2)             $         1,750,890.00             February 25, 2036
            A-2                         Variable(2)             $         1,055,460.00             February 25, 2036
            A-3                         Variable(2)             $           268,670.00             February 25, 2036
            A-4                         Variable(2)             $           141,380.00             February 25, 2036
            M-1                         Variable(2)             $           273,780.00             February 25, 2036
            M-2                         Variable(2)             $           227,040.00             February 25, 2036
            M-3                         Variable(2)             $           100,170.00             February 25, 2036
            M-4                         Variable(2)             $            91,260.00             February 25, 2036
            M-5                         Variable(2)             $            84,580.00             February 25, 2036
            M-6                         Variable(2)             $            75,680.00             February 25, 2036
            M-7                         Variable(2)             $            71,230.00             February 25, 2036
            M-8                         Variable(2)             $            62,320.00             February 25, 2036
            M-9                         Variable(2)             $            53,420.00             February 25, 2036
           M-10                         Variable(2)             $            55,650.00             February 25, 2036
            ZZ                          Variable(2)             $         4,592,013.96             February 25, 2036
            IO                               (2)                                 (3)               February 25, 2036
             P                             0.00%                $               100.00             February 25, 2036

---------------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC II
         Regular Interest.
(2)      Calculated in accordance with the definition of "Uncertificated REMIC
         II Pass-Through Rate" herein. (3) REMIC II Regular Interest IO will not
         have an Uncertificated Principal Balance but will accrue interest
         on its uncertificated notional amount calculated in accordance with the
         definition of "Uncertificated Notional Amount" herein.

                                    REMIC III

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

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

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

                                                               Initial Certificate or
                                                                   Uncertificated          Latest Possible Maturity
         Designation                 Pass-Through Rate            Principal Balance                 Date(1)
---------------------------       ----------------------        ----------------------         ------------------------
          A-1(2)                        Variable(3)             $       175,089,000.00             February 25, 2036
          A-2(2)                        Variable(3)             $       105,546,000.00             February 25, 2036
          A-3(2)                        Variable(3)             $        26,867,000.00             February 25, 2036
          A-4(2)                        Variable(3)             $        14,138,000.00             February 25, 2036
          M-1(2)                        Variable(3)             $        27,378,000.00             February 25, 2036
          M-2(2)                        Variable(3)             $        22,704,000.00             February 25, 2036
          M-3(2)                        Variable(3)             $        10,017,000.00             February 25, 2036
          M-4(2)                        Variable(3)             $         9,126,000.00             February 25, 2036
          M-5(2)                        Variable(3)             $         8,458,000.00             February 25, 2036
          M-6(2)                        Variable(3)             $         7,568,000.00             February 25, 2036
          M-7(2)                        Variable(3)             $         7,123,000.00             February 25, 2036
          M-8(2)                        Variable(3)             $         6,232,000.00             February 25, 2036
          M-9(2)                        Variable(3)             $         5,342,000.00             February 25, 2036
          M-10(2)                       Variable(3)             $         5,565,000.00             February 25, 2036
     Class CE Interest                  Variable(3)(4)          $        14,024,198.22             February 25, 2036
     Class P Interest                    0.00%(5)               $               100.00             February 25, 2036
     Class IO Interest                       (6)                                 (7)               February 25, 2036
---------------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date in the month following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC III
         Regular Interest.
(2)      This Class of Certificates represents ownership of a Regular Interest
         in REMIC III. Any amount distributed on this Class of Certificates on
         any Distribution Date in excess of the amount distributable on the
         related Regular Interest in REMIC III on such Distribution Date shall
         be treated for federal income tax purposes as having been paid from the
         Reserve Fund or the Supplemental Interest Trust, as applicable, and any
         amount distributable on the related Regular Interest in REMIC III on
         such Distribution Date in excess of the amount distributable on such
         Class of Certificates on such Distribution Date shall be treated for
         such purposes as having been distributed to the Holders of such
         Certificates and then paid by such Holders to the Supplemental Interest
         Trust, all pursuant to and as further provided in Section 3.21 hereof.
(3)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein. Each Regular Interest in REMIC III (other than the Class CE, P
         and IO Interests) which corresponds to a Class A Certificate or Class M
         Certificate will have the same Pass-Through Rate as such Certificate,
         except with respect to the Net Rate Cap. The Net Rate Cap for each such
         Regular Interest in REMIC III and Certificate is specified in the
         definition of "Net Rate Cap".
(4)      The Class CE Interest will accrue interest at its variable Pass-Through
         Rate on the Uncertificated Notional Amount of the Class CE Interest
         outstanding from time to time which shall equal the aggregate
         Uncertificated Principal Balance of the REMIC II Regular Interests
         (other than REMIC II Regular Interest P). The Class CE Interest will
         not accrue interest on its Uncertificated Principal Balance.
(5)      The Class P Interest is not entitled to distributions in respect of
         interest.
(6)      For federal income tax purposes, the Class IO Interest will not have a
         Pass-Through Rate, but will be entitled to 100% of the amounts
         distributed on REMIC II Regular Interest IO.
(7)      For federal income tax purposes, the Class IO Interest will not have an
         Uncertificated Principal Balance, but will have a notional amount equal
         to the Uncertificated Notional Amount of REMIC II Regular Interest IO.

                                    REMIC IV

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

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

                                                                 Initial Certificate                Latest Possible
      Class Designation              Pass-Through Rate            Principal Balance                Maturity Date(1)
---------------------------       ----------------------        ----------------------         ------------------------
            CE                          Variable(2)             $        14,024,198.22             February 25, 2036
---------------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class CE
         Certificates.
(2)      The Class CE Certificates will receive 100% of amounts received in
         respect of the Class CE Interest.

                                     REMIC V

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

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

                                                                 Initial Certificate                Latest Possible
      Class Designation              Pass-Through Rate            Principal Balance                Maturity Date(1)
---------------------------       ----------------------        ----------------------         ------------------------
             P                                 0.00%(2)         $               100.00             February 25, 2036
---------------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class P
         Certificates.
(2)      The Class P Certificates will receive 100% of amounts received in
         respect of the Class P Interest.

                                    REMIC VI

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

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

                                                               Initial Uncertificated             Latest Possible
        Designation                  Pass-Through Rate            Principal Balance                Maturity Date(1)
---------------------------       ----------------------        ----------------------         ------------------------
           IO(2)                                 (3)                             (4)               February 25, 2036
---------------------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for REMIC VI Regular
         Interest IO.
(2)      REMIC VI Regular Interest IO will be held as an asset of the
         Supplemental Interest Trust.
(3)      REMIC VI Regular Interest IO will not have a Pass-Through Rate, but
         will receive 100% of amounts received in respect of the Class IO
         Interest.
(4)      REMIC VI Regular Interest IO will not have an Uncertificated Principal
         Balance, but will have a notional amount equal to the Uncertificated
         Notional Amount of the Class IO Interest.

         The Trust Fund shall be named, and may be referred to as, the "Bear
Stearns Asset Backed Securities I Trust 2006-EC2." The Certificates issued
hereunder may be referred to as "Asset-Backed Certificates, Series 2006-EC2"
(including for purposes of any endorsement or assignment of a Mortgage Note or
Mortgage).

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

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01      DEFINED TERMS.

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

         ACCEPTED SERVICING PRACTICES: With respect to each Mortgage Loan, those
mortgage servicing practices and procedures, including prudent collection and
loan administration procedures, and the standard of care (i) employed by prudent
mortgage servicers which service mortgage loans of the same type as the Mortgage
Loans in the jurisdictions in which the related Mortgage Properties are located
or (ii) in accordance with the Fannie Mae Guide or Freddie Mac Guide, subject to
any variances negotiated with Fannie Mae or Freddie Mac and subject to the
express provisions of this Agreement. Such standard of care shall not be lower
than that the Master Servicer customarily employs and exercises in servicing and
administering similar mortgage loans for its own account and shall be in full
compliance with all federal, state, and local laws, ordinances, rules and
regulations.

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

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

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

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

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

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

         AFFECTED PARTY:  As defined in the Swap Agreement.

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

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

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

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

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

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

         ASSESSMENT OF COMPLIANCE:  As defined in Section 3.14.

         ATTESTATION REPORT:  As defined in Section 3.14.

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

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

         BANKRUPTCY CODE:  Title 11 of the United States Code.

         BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 6.06). As of the Closing
Date, each Class of Regular Certificates (other than the Class M-10, Class CE
and Class P Certificates) constitutes a Class of Book-Entry Certificates.

         BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in The City of New York, New York, Chicago,
Illinois, Minneapolis, Minnesota or the city in which the Corporate Trust Office
of the Trustee or the principal office of the Master Servicer is located as
authorized or obligated by law or executive order to be closed.

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

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

         CERTIFICATE MARGIN: With respect to the Class A-1 Certificates and, for
purposes of the definition of "One-Month LIBOR Pass-Through Rate", REMIC II
Regular Interest A-1, 0.070% per annum.

         With respect to the Class A-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
A-2, 0.160% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.320% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class A-3 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
A-3, 0.200% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.400% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class A-4 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
A-4, 0.310% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.620% per annum in
the case of each Distribution Date thereafter.

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

         With respect to the Class M-2 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-2, 0.420% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.630% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-3 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-3, 0.440% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.660% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-4 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-4, 0.580% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.870% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-5 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-5, 0.610% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.915% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-6 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-6, 0.700% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 1.050% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-7 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-7, 1.300% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 1.950% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-8 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-8, 1.600% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 2.400% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-9 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-9, 2.150% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 3.225% per annum in
the case of each Distribution Date thereafter.

         With respect to the Class M-10 Certificates and, for purposes of the
definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest
M-10, 2.150% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 3.225% per annum in
the case of each Distribution Date thereafter.

         CERTIFICATE NOTIONAL AMOUNT: With respect to the Class CE Certificates
and any Distribution Date, an amount equal to the Stated Principal Balance of
the Mortgage Loans as of the beginning of the related Due Period.
 The initial Certificate Notional Amount of the Class CE Certificates shall be
$445,177,198.22. For federal income tax purposes, the Certificate Notional
Amount for any Distribution Date shall be an amount equal to the Uncertificated
Notional Amount for the Class CE Interest for such Distribution Date.

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

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

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

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

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

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

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

         CLASS A CERTIFICATES: Any of the Class A-1, Class A-2, Class A-3 and
Class A-4 Certificates.

         CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the Principal Distribution Amount for such
Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (a) the product of (1) 44.50% and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period), and (b) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $2,225,886.

         CLASS A-1 CERTIFICATE: Any Certificate designated as a "Class A-1
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class A-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS A-2 CERTIFICATE: Any Certificate designated as a "Class A-2
Certificate" on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions provided for
the Class A-2 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

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

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

         CLASS A-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
with respect to the Class A-4 Certificates and any Distribution Date, is the
product of the Class A Principal Distribution Amount and a fraction, the
numerator of which is the Principal Funds for such Distribution Date and the
denominator of which is the Principal Funds for such Distribution Date.

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

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

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

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

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

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

         CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-1 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance of
the Class M-1 Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 56.80% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $2,225,886.

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

         CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date) and (3) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 67.00% and (y) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period)
minus $2,225,886.

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

         CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the Class
M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 71.50% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $2,225,886.

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

         CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 75.60% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $2,225,886.

         CLASS M-5 CERTIFICATE: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-5 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount and
the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 79.40% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $2,225,886.

         CLASS M-6 CERTIFICATE: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-6 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount and the Class M-5 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 82.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $2,225,886.

         CLASS M-7 CERTIFICATE: Any Certificate designated as a "Class M-7
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-7 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount and the Class M-6 Principal Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date) and (8) the Certificate Principal Balance of
the Class M-7 Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 86.00% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $2,225,886.

         CLASS M-8 CERTIFICATE: Any Certificate designated as a "Class M-8
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-8 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (9) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 88.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period), and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period) minus $2,225,886.

         CLASS M-9 CERTIFICATE: Any Certificate designated as a "Class M-9
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-9 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal
Distribution Amount and the Class M-8 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on such
Distribution Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date) and (10) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 91.20% and (y) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for Realized
Losses incurred during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period)
minus $2,225,886.

         CLASS M-10 CERTIFICATE: Any Certificate designated as a "Class M-10
Certificate" on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to its Percentage Interest of distributions provided for
the Class M-10 Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall Carry
Forward Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

         CLASS M-10 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an
amount equal to the lesser of (x) the remaining Principal Distribution Amount
for such Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal
Distribution Amount, the Class M-8 Principal Distribution Amount and the Class
M-9 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the distribution of the Class M-6 Principal Distribution
Amount on such Distribution Date), (8) the Certificate Principal Balance of the
Class M-7 Certificates (after taking into account the distribution of the Class
M-7 Principal Distribution Amount on such Distribution Date), (9) the
Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date), (10) the Certificate Principal Balance of the Class M-9
Certificates (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date) and (11) the
Certificate Principal Balance of the Class M-10 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product of (x) 93.70%
and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related Due
Period), and (2) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $2,225,886.

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

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

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

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

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

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

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

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

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

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

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

         CLOSING DATE:  February 28, 2006.

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

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

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

         CORPORATE TRUST OFFICE: The designated office of the Trustee where at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
Agreement is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois,
60603 Attention: Global Securities and Trust Services Group - Bear Stearns Asset
Backed Securities I LLC, Series 2006-EC2, or at such other address as the
Trustee may designate from time to time.

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

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

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

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

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

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

         CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date after
application of all Principal Prepayments received prior to the Cut-off Date and
scheduled payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of principal
received in respect of Due Dates after the Cut-off Date. The aggregate Cut-off
Date Principal Balance of the Mortgage Loans is $445,177,198.22.

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

         DEFAULTING PARTY:  As defined in the Swap Agreement.

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

         DEFINITIVE CERTIFICATES:  As defined in Section 6.06.

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

         DELINQUENCY EVENT: A Delinquency Event shall have occurred and be
continuing if at any time, (x) the percent equivalent of a fraction, the
numerator of which is the aggregate Stated Principal Balance of the Mortgage
Loans that are 60 days or more Delinquent (including for this purpose any such
Mortgage Loans in bankruptcy or foreclosure and Mortgage Loans with respect to
which the related Mortgaged Property is REO Property), and the denominator of
which is the aggregate Stated Principal Balance of all of the Mortgage Loans as
of the last day of the related Due Period exceeds (y) 28.75% of the Current
Specified Enhancement Percentage.

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

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

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

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

         DEPOSITORY AGREEMENT: With respect to the Class of Book-Entry
Certificates, the agreement among the Depositor, the Trustee and the initial
Depository, dated as of the Closing Date, substantially in the form of Exhibit
H.

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

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

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

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

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

         DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.04 in the name of the Trustee
for the benefit of the Certificateholders designated "LaSalle Bank National
Association, in trust for registered holders of Bear Stearns Asset Backed
Securities I LLC, Asset-Backed Certificates, Series 2006-EC2". Funds in the
Distribution Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement.

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

         DISTRIBUTION DATE: The 25th day of each calendar month after the
initial issuance of the Certificates, or if such 25th day is not a Business Day,
the next succeeding Business Day, commencing in March 2006.

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

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

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

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

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

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

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

         EVENT OF DEFAULT:  As defined in Section 8.01 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

         FITCH:  Fitch, Inc. and any successor thereto.

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

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

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

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

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

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

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

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

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

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

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

         INSURED EXPENSES: Expenses covered by any insurance policy with respect
to the Mortgage Loans.

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

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

         INTEREST FUNDS: With respect to any Distribution Date (i) the sum,
without duplication, of (a) all scheduled interest during the related Due Period
with respect to the Mortgage Loans less the Servicing Fee, the Trustee Fee and
the LPMI Fee, if any, (b) all Advances relating to interest with respect to the
Mortgage Loans made on or prior to the related Distribution Account Deposit
Date, (c) all Compensating Interest with respect to the Mortgage Loans and
required to be remitted by the Master Servicer pursuant to this Agreement with
respect to such Distribution Date, (d) Liquidation Proceeds and Subsequent
Recoveries with respect to the Mortgage Loans collected during the related
Prepayment Period (to the extent such Liquidation Proceeds and Subsequent
Recoveries relate to interest), (e) all amounts relating to interest with
respect to each Mortgage Loan repurchased by EMC (on its own behalf as a Seller
and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03 and by the
Master Servicer pursuant to Section 3.19, in each case to the extent remitted by
the Master Servicer to the Distribution Account pursuant to this Agreement and
(f) the interest portion of any proceeds received from the exercise of an
Optional Termination, minus (i) all amounts relating to interest required to be
reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set forth in this
Agreement, and (ii) any Net Swap Payment or Swap Termination Payment (not due to
a Swap Provider Trigger Event and to the extent not paid by the Derivative
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreements that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Derivative Administrator for payment to the
Swap Provider for such Distribution Date and any such payments remaining unpaid
for any prior Distribution Dates.

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

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

         Last Scheduled Distribution Date: Solely for purposes of the face of
the Certificates as follows: with respect to the Certificates, other than the
Class A-1, Class A-2 and Class A-3 Certificates, the Distribution Date in
February 2036; with respect to the Class A-1, Class A-2 and Class A-3
Certificates, the Distribution Date in October 2027, October 2033 and March
2035, respectively.

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

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

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

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

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

         Loss Allocation Limitation: The meaning specified in Section 5.05(b)
hereof.

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

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

         Majority Class CE Certificateholder: The Holder of a 50.01% or greater
Percentage Interest in the Class CE Certificates.

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

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

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

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

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

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

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

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

         MIN: The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R) System.

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

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

         Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 5.06.

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

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

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

         Mortgage Loans: Such of the Mortgage Loans transferred and assigned to
the Trustee pursuant to the provisions hereof, as from time to time are held as
a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property.

         Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated as of February 28, 2006, among EMC, as a seller, Master Funding, as a
seller and the Depositor, as purchaser in the form attached hereto as Exhibit L.

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

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

                  (i)      the Mortgage Loan identifying number;

                  (ii)     the current gross mortgage rate;

                  (iii)    the Servicing Fee Rate;

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

                  (v)      the LPMI Fee, if applicable;

                  (vi)     the Trustee Fee Rate;

                  (vii)    the current net mortgage rate;

                  (viii)   the maturity date;

                  (ix)     the original principal balance;

                  (x)      the current principal balance;

                  (xi)     the stated original term to maturity;

                  (xii)    the stated remaining term to maturity;

                  (xiii)   the property type;

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

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

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

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

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

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

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

                  (xxi)    the Prepayment Charge, if any.

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

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

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

         Mortgaged Property:  The underlying property securing a Mortgage Loan.

         Mortgagor:  The obligors on a Mortgage Note.

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

         Net Rate Cap: With respect to any Distribution Date and the Class A-1,
Class A-2, Class A-3, Class A-4 and Class M Certificates, the excess, if any, of
(A) a per annum rate equal to the product of (x) the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans, weighted based on the
Stated Principal Balances of such Mortgage Loans as of the related Due Date
prior to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, and (y) a fraction, the numerator of which is
30 and the denominator of which is the actual number of days elapsed in the
related Accrual Period, over (B) an amount, expressed as a per annum rate, equal
to the sum of (i) the Net Swap Payment payable to the Swap Provider on such
Distribution Date and (ii) any Swap Termination Payment not due to a Swap
Provider Trigger Event payable to the Swap Provider, (to the extent not paid by
the Derivative Administrator from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) divided by the aggregate outstanding Stated
Principal Balance of the Mortgage Loans as of the related Due Date prior to
giving effect to any reduction in the Stated Principal Balances of such Mortgage
Loans on such Due Date, multiplied by 12. With respect to any Distribution Date
and the REMIC III Regular Interests the ownership of which is represented by the
Class A Certificates and Class M Certificates, a per annum rate equal to the
weighted average (adjusted for the actual number of days elapsed in the related
Accrual Period) of the Uncertificated REMIC II Pass-Through Rates on the REMIC
II Regular Interests (other than REMIC II Regular Interests IO and P), weighted
on the basis of the Uncertificated Principal Balances of each such REMIC II
Regular Interest immediately prior to such Distribution Date.

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

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

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

         Notional Amount: With respect to each Distribution Date and the Swap
Agreement, the notional amount for the related calculation period as set forth
in the related schedule set forth in Exhibit M. With respect to each
Distribution Date and the Yield Maintenance Agreement, the lesser of (i) the
aggregate Certificate Principal Balance of the Class A Certificates and Class M
Certificates at the beginning of the related calculation period, and (ii) the
notional amount for the related calculation period as set forth in the related
schedule set forth in Exhibit O.

         Offered Certificates: The Class A-1, Class A-2, Class A-3, Class A-4,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates.

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

         One-Month LIBOR: With respect to any Accrual Period, the rate
determined by the Trustee on the related Interest Determination Date on the
basis of the rate for U.S. dollar deposits for one month that appears on
Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on such page (or such other
page as may replace that page on that service, or if such service is no longer
offered, such other service for displaying One-Month LIBOR or comparable rates
as may be reasonably selected by the Trustee), One-Month LIBOR for the
applicable Accrual Period will be the Reference Bank Rate. If no such quotations
can be obtained by the Trustee and no Reference Bank Rate is available,
One-Month LIBOR will be One-Month LIBOR applicable to the preceding Accrual
Period. The establishment of One-Month LIBOR on each Interest Determination Date
by the Trustee and the Trustee's calculation of the rate of interest applicable
to the Class A Certificates and Class M Certificates for the related Accrual
Period shall, in the absence of manifest error, be final and binding.

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

         Opinion of Counsel: A written opinion of counsel, who may be counsel
for EMC, the Depositor or the Master Servicer, reasonably acceptable to each
addressee of such opinion; provided that with respect to Section 2.05, 7.05,
7.07 or 11.01, or the interpretation or application of the REMIC Provisions,
such counsel must (i) in fact be independent of EMC, Depositor and the Master
Servicer, (ii) not have any direct financial interest in EMC, the Depositor or
the Master Servicer or in any affiliate of either, and (iii) not be connected
with EMC, the Depositor or the Master Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

         Optional Termination: The termination of the Trust Fund created
hereunder as a result of the purchase of all of the Mortgage Loans and any REO
Property.

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

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

         OTS:  The Office of Thrift Supervision.

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

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

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

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

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

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

         Overcollateralization Target Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date, 3.15% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (b) on or after the
Stepdown Date and if a Trigger Event is not in effect, the greater of (i) the
lesser of (1) 3.15% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date and (2) 6.30% of the then current aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Due Period) and
(ii) $2,225,886 or (c) on or after the Stepdown Date and if a Trigger Event is
in effect, the Overcollateralization Target Amount for the immediately preceding
Distribution Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Prepayment Interest Shortfall: With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a partial Principal Prepayment, a
Principal Prepayment in full, or that became a Liquidated Loan during the
related Prepayment Period, (other than a Principal Prepayment in full resulting
from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.19 or
10.01 hereof), the amount, if any, by which (i) one month's interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage
Loan immediately prior to such prepayment (or liquidation) or in the case of a
partial Principal Prepayment on the amount of such prepayment (or liquidation
proceeds) exceeds (ii) the amount of interest paid or collected in connection
with such Principal Prepayment or such liquidation proceeds less the sum of (a)
the Trustee Fee, (b) the Servicing Fee and the LPMI Fee, if any, in each case
with respect to the related Mortgage Loan.

         Prepayment Period: As to any Distribution Date, the period commencing
on the 16th day of the month prior to the month in which the related
Distribution Date occurs and ending on the 15th day of the month in which such
Distribution Date occurs.

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

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

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

         Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including loans
purchased or repurchased under Sections 2.02, 2.03, 3.19 and 10.01 hereof) that
is received in advance of its scheduled Due Date and is not accompanied by an
amount as to interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment. Partial Principal
Prepayments shall be applied by the Master Servicer, as appropriate, in
accordance with the terms of the related Mortgage Note.

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

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

         Prospectus Supplement: The Prospectus Supplement dated February 21,
2006 relating to the public offering of the Class A-1, Class A-2, Class A-3,
Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8 and Class M-9 Certificates.

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

         PUD:  A Planned Unit Development.

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

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

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

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

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

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

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

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

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

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

         Regular Certificate: Any Certificate other than a Residual Certificate.

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

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

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

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

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

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

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

         REMIC I Regular Interest: Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest
at the related Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC I Regular Interests are set
forth in the Preliminary Statement hereto. The REMIC I Regular Interests consist
of REMIC I Regular Interest I-Non-Swap, REMIC I Regular Interest I-5-A through
REMIC I Regular Interest I-60-B and REMIC I Regular Interest P, each as
designated in the Preliminary Statement hereto.

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

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

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

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

         REMIC II Required Overcollateralization Amount: 1.00% of the
Overcollateralization Target Amount.

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

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

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

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

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

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

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

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

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

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

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

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

         REMIC Termination Payment:  As defined in Section 10.01.

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

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

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

         Replacement Mortgage Loan: A Mortgage Loan or Mortgage Loans in the
aggregate substituted by EMC for a Deleted Mortgage Loan, which must, on the
date of such substitution, as confirmed in a Request for Release, (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess of, and not
less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) if the Replacement Mortgage Loan is a fixed rate Mortgage Loan, have a
fixed Mortgage Rate not less than or more than 1% per annum higher than the
Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit
quality characteristics than that of the Deleted Mortgage Loan; (iv) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a
remaining term to maturity no greater than (and not more than one year less
than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the
Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien
priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy type
as the Deleted Mortgage Loan or be owner occupied; (ix) if the Replacement
Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate
not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (x) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (xi) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan,
have a Gross Margin equal to or greater than the Gross Margin of the Deleted
Mortgage Loan, (xii) if the Replacement Mortgage Loan is an Adjustable Rate
Mortgage Loan, have a next Adjustment Date not more than two months later than
the next Adjustment Date on the Deleted Mortgage Loan, (xiii) comply with each
representation and warranty set forth in Section 7 of the Mortgage Loan Purchase
Agreement and (xiv) the Custodian has delivered a Final Certification noting no
defects or exceptions.

         Reportable Event:  As defined in Section 3.16(a)(iii).

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

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

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

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

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

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

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

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

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

         Sarbanes-Oxley Certification:  As defined in Section 3.16(a)(iv).
         Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to
principal and/or interest on such Mortgage Loan.

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

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

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

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

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

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

         Servicing Fee Rate:  0.500% per annum.

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

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

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

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

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

         Sponsor:  EMC Mortgage Corporation.

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

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

         Stepdown Date: The later to occur of (a) the Distribution Date in March
2009 and (b) the first Distribution Date on which the Current Specified
Enhancement Percentage is greater than or equal to 55.50%.

         Subordinated Certificates: The Class M Certificates, Class CE
Certificates and Residual Certificates.

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

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

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

         Successor Master Servicer: The meaning ascribed to such term pursuant
to Section 8.02.

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

         Supplemental Interest Trust Trustee: LaSalle Bank National Association,
a national banking association not in its individual capacity but solely in its
capacity as supplemental interest trust trustee under the Supplemental Interest
Trust and any successor thereto, and any corporation or national banking
association resulting from or surviving any consolidation or merger to which it
or its successors may be a party and any successor supplemental interest trust
trustee as may from time to time be serving as successor supplemental interst
trust trustee.

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

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

         Swap Optional Termination Payment:  As defined in Section 10.01.

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

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

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

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

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

         Transfer Affidavit:  As defined in Section 6.02.

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

              DISTRIBUTION DATE                          PERCENTAGE

         March 2009 to February 2009                        3.80%
         March 2010 to February 2010                        5.95%
         March 2011 to February 2011                        7.65%
         March 2012 and thereafter                          8.55%

         Trust Fund: The corpus of the trust created hereunder consisting of (i)
the Mortgage Loans and all interest accruing and principal due with respect
thereto after the Cut-off Date to the extent not applied in computing the
Cut-off Date Principal Balance thereof; (ii) the Distribution Account, the Class
P Certificate Account, the Reserve Fund and the Protected Account and all
amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired by
foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee's
rights under the Insurance Policies with respect to the Mortgage Loans; (v) the
rights under the Derivative Administration Agreement relating to the
Certificates; (vi) the rights under the Mortgage Loan Purchase Agreement; and
(vii) all proceeds of the foregoing, including proceeds of conversion, voluntary
or involuntary, of any of the foregoing into cash or other liquid property.

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

         Trustee Fee: As to each Mortgage Loan and any Distribution Date, a per
annum fee equal to 0.0063% multiplied by the Stated Principal Balance of such
Mortgage Loan as of the Due Date in the month preceding the month in which such
Distribution Date occurs.

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

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

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

DISTRIBUTION DATE                    REMIC I REGULAR INTERESTS
-----------------  -------------------------------------------------------------
      1 - 5        I-5-A through I-60-A
        6          I-6-A through I-60-A
        7          I-7-A through I-60-A
        8          I-8-A through I-60-A
        9          I-9-A through I-60-A
       10          I-10-A through I-60-A
       11          I-11-A through I-60-A
       12          I-12-A through I-60-A
       13          I-13-A through I-60-A
       14          I-14-A through I-60-A
       15          I-15-A through I-60-A
       16          I-16-A through I-60-A
       17          I-17-A through I-60-A
       18          I-18-A through I-60-A
       19          I-19-A through I-60-A
       20          I-20-A through I-60-A
       21          I-21-A through I-60-A
       22          I-22-A through I-60-A
       23          I-23-A through I-60-A
       24          I-24-A through I-60-A
       25          I-25-A through I-60-A
       26          I-26-A through I-60-A
       27          I-27-A through I-60-A
       28          I-28-A through I-60-A
       29          I-29-A through I-60-A
       30          I-30-A through I-60-A
       31          I-31-A through I-60-A
       32          I-32-A through I-60-A
       33          I-33-A through I-60-A
       34          I-34-A through I-60-A
       35          I-35-A through I-60-A
       36          I-36-A through I-60-A
       37          I-37-A through I-60-A
       38          I-38-A through I-60-A
       39          I-39-A through I-60-A
       40          I-40-A through I-60-A
       41          I-41-A through I-60-A
       42          I-42-A through I-60-A
       43          I-43-A through I-60-A
       44          I-44-A through I-60-A
       45          I-45-A through I-60-A
       46          I-46-A through I-60-A
       47          I-47-A through I-60-A
       48          I-48-A through I-60-A
       49          I-49-A through I-60-A
       50          I-50-A through I-60-A
       51          I-51-A through I-60-A
       52          I-52-A through I-60-A
       53          I-53-A through I-60-A
       54          I-54-A through I-60-A
       55          I-55-A through I-60-A
       56          I-56-A through I-60-A
       57          I-57-A through I-60-A
       58          I-58-A through I-60-A
       59          I-59-A through I-60-A
       60          I-60-A
   thereafter      $0.00

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

         Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate and Uncertificated REMIC II Pass-Through Rate.

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

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

         With respect to each REMIC I Regular Interest ending with the
designation "A", and (i) any Distribution Date on or prior to the Distribution
Date in June 2006, a per annum rate equal to the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans, weighted based on the
Stated Principal Balances of such Mortgage Loans as of the related Due Date
prior to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, or (ii) any Distribution Date thereafter, a per
annum rate equal to the weighted average Net Mortgage Rate multiplied by 2,
subject to a maximum rate of 10.1150%.

         With respect to each REMIC I Regular Interest ending with the
designation "B" and (i) any Distribution Date on or prior to the Distribution
Date in June 2006, a per annum rate equal to the weighted average of the Net
Mortgage Rates on the then outstanding Mortgage Loans, weighted based on the
Stated Principal Balances of such Mortgage Loans as of the related Due Date
prior to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, or (ii) any Distribution Date thereafter, a per
annum rate equal to the greater of (x) the excess, if any, of (A) 2 multiplied
by the weighted average Net Mortgage Rate over (B) 10.1150% and (y) 0.00%.

         With respect to each REMIC I Regular Interest P, 0.00%

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

 DISTRIBUTION
     DATE               REMIC I REGULAR INTEREST                                     RATE
---------------  -------------------------------------  --------------------------------------------------------
       5         I-5-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate

       6         I-6-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A                                  Uncertificated REMIC I Pass-Through Rate
       7         I-7-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-6-A                    Uncertificated REMIC I Pass-Through Rate
       8         I-8-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-7-A                    Uncertificated REMIC I Pass-Through Rate
       9         I-9-A through I-60-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-8-A                    Uncertificated REMIC I Pass-Through Rate
      10         I-10-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-9-A                    Uncertificated REMIC I Pass-Through Rate
      11         I-11-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-10-A                   Uncertificated REMIC I Pass-Through Rate
      12         I-12-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-11-A                   Uncertificated REMIC I Pass-Through Rate
      13         I-13-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-12-A                   Uncertificated REMIC I Pass-Through Rate
      14         I-14-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-13-A                   Uncertificated REMIC I Pass-Through Rate
      15         I-15-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-14-A                   Uncertificated REMIC I Pass-Through Rate
      16         I-16-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-15-A                   Uncertificated REMIC I Pass-Through Rate
      17         I-17-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-16-A                   Uncertificated REMIC I Pass-Through Rate
      18         I-18-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-17-A                   Uncertificated REMIC I Pass-Through Rate
      19         I-19-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-18-A                   Uncertificated REMIC I Pass-Through Rate
      20         I-20-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-19-A                   Uncertificated REMIC I Pass-Through Rate
      21         I-21-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-20-A                   Uncertificated REMIC I Pass-Through Rate
      22         I-22-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-21-A                   Uncertificated REMIC I Pass-Through Rate
      23         I-23-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-22-A                   Uncertificated REMIC I Pass-Through Rate
      24         I-24-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-23-A                   Uncertificated REMIC I Pass-Through Rate
      25         I-25-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-24-A                   Uncertificated REMIC I Pass-Through Rate
      26         I-26-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-25-A                   Uncertificated REMIC I Pass-Through Rate
      27         I-27-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-26-A                   Uncertificated REMIC I Pass-Through Rate
      28         I-28-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-27-A                   Uncertificated REMIC I Pass-Through Rate
      29         I-29-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-28-A                   Uncertificated REMIC I Pass-Through Rate
      30         I-30-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-29-A                   Uncertificated REMIC I Pass-Through Rate
      31         I-31-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-30-A                   Uncertificated REMIC I Pass-Through Rate
      32         I-32-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-31-A                   Uncertificated REMIC I Pass-Through Rate
      33         I-33-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-32-A                   Uncertificated REMIC I Pass-Through Rate
      34         I-34-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-33-A                   Uncertificated REMIC I Pass-Through Rate
      35         I-35-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-34-A                   Uncertificated REMIC I Pass-Through Rate
      36         I-36-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-35-A                   Uncertificated REMIC I Pass-Through Rate
      37         I-37-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-36-A                   Uncertificated REMIC I Pass-Through Rate
      38         I-38-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-37-A                   Uncertificated REMIC I Pass-Through Rate
      39         I-39-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-38-A                   Uncertificated REMIC I Pass-Through Rate
      40         I-40-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-39-A                   Uncertificated REMIC I Pass-Through Rate
      41         I-41-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-40-A                   Uncertificated REMIC I Pass-Through Rate
      42         I-42-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-41-A                   Uncertificated REMIC I Pass-Through Rate
      43         I-43-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-42-A                   Uncertificated REMIC I Pass-Through Rate
      44         I-44-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-43-A                   Uncertificated REMIC I Pass-Through Rate
      45         I-45-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-44-A                   Uncertificated REMIC I Pass-Through Rate
      46         I-46-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-45-A                   Uncertificated REMIC I Pass-Through Rate
      47         I-47-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-46-A                   Uncertificated REMIC I Pass-Through Rate
      48         I-48-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-47-A                   Uncertificated REMIC I Pass-Through Rate
      49         I-49-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-48-A                   Uncertificated REMIC I Pass-Through Rate
      50         I-50-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-49-A                   Uncertificated REMIC I Pass-Through Rate
      51         I-51-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-50-A                   Uncertificated REMIC I Pass-Through Rate
      52         I-52-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-51-A                   Uncertificated REMIC I Pass-Through Rate
      53         I-53-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-52-A                   Uncertificated REMIC I Pass-Through Rate
      54         I-54-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-53-A                   Uncertificated REMIC I Pass-Through Rate
      55         I-55-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-54-A                   Uncertificated REMIC I Pass-Through Rate
      56         I-56-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-55-A                   Uncertificated REMIC I Pass-Through Rate
      57         I-57-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-56-A                   Uncertificated REMIC I Pass-Through Rate
      58         I-58-A through I-60-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-57-A                   Uncertificated REMIC I Pass-Through Rate
      59         I-59-A and I-60-A                      2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-58-A                   Uncertificated REMIC I Pass-Through Rate
      60         I-60-A                                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        Uncertificated REMIC I Pass-Through Rate
                 I-5-A through I-59-A                   Uncertificated REMIC I Pass-Through Rate
  thereafter     I-5-A through I-60-A                   Uncertificated REMIC I Pass-Through Rate

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

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

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

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

         YIELD MAINTENANCE AGREEMENT: The Yield Maintenance Agreement, dated
February 28, 2006, between the Supplemental Interest Trust Trustee and Bear
Stearns Financial Products Inc.

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

         Section 1.02      ALLOCATION OF CERTAIN INTEREST SHORTFALLS.

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

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

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

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

                                   ARTICLE II

                            CONVEYANCE OF TRUST FUND

         Section 2.01      CONVEYANCE OF TRUST FUND.

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

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

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

         In connection with such sale, the Depositor has delivered to, and
deposited with, the Trustee or the Custodian, as its agent, the following
documents or instruments with respect to each Mortgage Loan so assigned: (i) the
original Mortgage Note, including any riders thereto, endorsed without recourse
(A) in blank or to the order of "LaSalle Bank National Association, as Trustee
for Certificateholders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-EC2," or (B) in the case of a loan
registered on the MERS system, in blank, and in each case showing an unbroken
chain of endorsements from the original payee thereof to the Person endorsing it
to the Trustee, (ii) the original Mortgage and, if the related Mortgage Loan is
a MOM Loan, noting the presence of the MIN and language indicating that such
Mortgage Loan is a MOM Loan, which shall have been recorded (or if the original
is not available, a copy), with evidence of such recording indicated thereon (or
if clause (x) in the proviso below applies, shall be in recordable form), (iii)
unless the Mortgage Loan is a MOM Loan, the assignment (either an original or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of the
Mortgage with respect to each Mortgage Loan in the name of "LaSalle Bank
National Association, as Trustee for Certificateholders of Bear Stearns Asset
Backed Securities I LLC, Asset Backed-Certificates, Series 2006-EC2," which
shall have been recorded (or if clause (x) in the proviso below applies, shall
be in recordable form), (iv) an original or a copy of all intervening
assignments of the Mortgage, if any, with evidence of recording thereon, (v) the
original policy of title insurance or mortgagee's certificate of title insurance
or commitment or binder for title insurance, if available, or a copy thereof,
or, in the event that such original title insurance policy is unavailable, a
photocopy thereof, or in lieu thereof, a current lien search on the related
Mortgaged Property and (vi) originals or copies of all available assumption,
modification or substitution agreements, if any; provided, however, that in lieu
of the foregoing, the related Seller may deliver the following documents, under
the circumstances set forth below: (x) if any Mortgage, assignment thereof to
the Trustee or intervening assignments thereof have been delivered or are being
delivered to recording offices for recording and have not been returned in time
to permit their delivery as specified above, the Depositor may deliver a true
copy thereof with a certification by such Seller or the title company issuing
the commitment for title insurance, on the face of such copy, substantially as
follows: "Certified to be a true and correct copy of the original, which has
been transmitted for recording"; and (y) in lieu of the Mortgage Notes relating
to the Mortgage Loans identified in the list set forth in Exhibit I, the
Depositor may deliver a lost note affidavit and indemnity and a copy of the
original note, if available; and provided, further, however, that in the case of
Mortgage Loans which have been prepaid in full after the Cut-off Date and prior
to the Closing Date, the Depositor, in lieu of delivering the above documents,
may deliver to the Trustee and the Custodian a certification of a Servicing
Officer to such effect and in such case shall deposit all amounts paid in
respect of such Mortgage Loans, in the Protected Account or in the Distribution
Account on the Closing Date. In the case of the documents referred to in clause
(x) above, the Depositor shall deliver such documents to the Trustee or the
Custodian promptly after they are received.

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

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

         Section 2.02      ACCEPTANCE OF THE MORTGAGE LOANS.

         (a) Based on the Initial Certification received by it from the
Custodian, the Trustee acknowledges receipt of, subject to the further review
and exceptions reported by the Custodian pursuant to the procedures described
below, the documents (or certified copies thereof) delivered to the Trustee or
the Custodian on its behalf pursuant to Section 2.01 and declares that it holds
and will continue to hold directly or through a custodian those documents and
any amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it in trust for the use and benefit of all present and
future Holders of the Certificates. On the Closing Date, the Trustee or the
Custodian on its behalf will deliver an Initial Certification, in the form of
Exhibit One to the Custodial Agreement, confirming whether or not it has
received the Mortgage File for each Mortgage Loan, but without review of such
Mortgage File, except to the extent necessary to confirm whether such Mortgage
File contains the original Mortgage Note or a lost note affidavit and indemnity
in lieu thereof. No later than 90 days after the Closing Date, the Trustee or
the Custodian on its behalf shall, for the benefit of the Certificateholders,
review each Mortgage File delivered to it and execute and deliver to the Sponsor
(on its own behalf and on behalf of Master Funding) and the Master Servicer and,
if reviewed by the Custodian or the Trustee, an Interim Certifications,
substantially in the form of Exhibit Two to the Custodial Agreement. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether all required documents have been executed and received and
whether those documents relate, determined on the basis of the Mortgagor name,
original principal balance and loan number, to the Mortgage Loans identified in
Exhibit B to this Agreement, as supplemented (provided, however, that with
respect to those documents described in subclauses (iv) and (vi) of Section
2.01, such obligations shall extend only to documents actually delivered
pursuant to such subclauses). In performing any such review, the Trustee and the
Custodian may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee or the Custodian on its behalf finds any document constituting
part of the Mortgage File not to have been executed or received, or to be
unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
defective on its face, the Trustee or the Custodian on its behalf shall include
such information in the exception report attached to the Interim Certification.
The Sponsor (on its own behalf as a Seller and on behalf of Master Funding)
shall correct or cure any such defect or, if prior to the end of the second
anniversary of the Closing Date, the Sponsor (on its own behalf as a Seller and
on behalf of Master Funding) may substitute for the related Mortgage Loan a
Replacement Mortgage Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03 or shall deliver
to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that
such defect does not materially or adversely affect the interests of the
Certificateholders in such Mortgage Loan within 60 days from the date of notice
from the Trustee of the defect and if the Sponsor (on its own behalf as a Seller
and on behalf of Master Funding) fails to correct or cure the defect or deliver
such opinion within such period, the Sponsor (on its own behalf as a Seller and
on behalf of Master Funding) will, subject to Section 2.03, within 90 days from
the notification of the Trustee purchase such Mortgage Loan at the Purchase
Price; provided, however, that if such defect relates solely to the inability of
the Sponsor (on its own behalf as a Seller and on behalf of Master Funding) to
deliver the Mortgage, assignment thereof to the Trustee, or intervening
assignments thereof with evidence of recording thereon because such documents
have been submitted for recording and have not been returned by the applicable
jurisdiction, the Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) shall not be required to purchase such Mortgage Loan if the Sponsor
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date.

         (b) No later than 180 days after the Closing Date, the Trustee or the
Custodian on its behalf will review, for the benefit of the Certificateholders,
the Mortgage Files and will execute and deliver or cause to be executed and
delivered to the Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) and the Master Servicer and, if reviewed by the Custodian or the
Trustee, a Final Certification, substantially in the form of Exhibit Three to
the Custodial Agreement. In conducting such review, the Trustee or the Custodian
on its behalf will ascertain whether each document required to be recorded has
been returned from the recording office with evidence of recording thereon and
the Trustee or the Custodian on its behalf has received either an original or a
copy thereof, as required in Section 2.01 (provided, however, that with respect
to those documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Sponsor (on its own behalf as a Seller and on behalf
of Master Funding). The Sponsor (on its own behalf as a Seller and on behalf of
Master Funding) shall correct or cure any such defect or, if prior to the end of
the second anniversary of the Closing Date, the Sponsor (on its own behalf as a
Seller and on behalf of Master Funding) may substitute for the related Mortgage
Loan a Replacement Mortgage Loan, which substitution shall be accomplished in
the manner and subject to the conditions set forth in Section 2.03 or shall
deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the
effect that such defect does not materially or adversely affect the interests of
Certificateholders in such Mortgage Loan within 60 days from the date of notice
from the Trustee of the defect and if the Sponsor (on its own behalf as a Seller
and on behalf of Master Funding) is unable within such period to correct or cure
such defect, or to substitute the related Mortgage Loan with a Replacement
Mortgage Loan or to deliver such opinion, the Sponsor (on its own behalf as a
Seller and on behalf of Master Funding) shall, subject to Section 2.03, within
90 days from the notification of the Trustee, purchase such Mortgage Loan at the
Purchase Price; provided, however, that if such defect relates solely to the
inability of the Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) to deliver the Mortgage, assignment thereof to the Trustee or
intervening assignments thereof with evidence of recording thereon, because such
documents have not been returned by the applicable jurisdiction, the Sponsor (on
its own behalf as a Seller and on behalf of Master Funding) shall not be
required to purchase such Mortgage Loan, if the Sponsor delivers such documents
promptly upon receipt, but in no event later than 360 days after the Closing
Date. Notwithstanding anything to the contrary, the Trustee shall have no
responsibility with respect to the custody or review of Mortgage Files held by
the Custodian pursuant to the Custodial Agreement. The Trustee shall have no
liability for the failure of the Custodian to perform its obligations under the
Custodial Agreement.

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

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

         Section 2.03      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                           MASTER SERVICER AND THE SPONSOR.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         With respect to any Replacement Mortgage Loan or Loans, the Sponsor
(pursuant to the Mortgage Loan Purchase Agreement) shall deliver to the Trustee
or the Custodian on its behalf for the benefit of the Certificateholders such
documents and agreements as are required by Section 2.01. No substitution will
be made in any calendar month after the Determination Date for such month.
Notwithstanding the foregoing, such substitution must be done within two years
of the Closing Date. Scheduled Payments due with respect to Replacement Mortgage
Loans in the Due Period related to the Distribution Date on which such proceeds
are to be distributed shall not be part of the Trust Fund and will be retained
by the Sponsor. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for the related Due Period and thereafter the Sponsor shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of such Deleted Mortgage Loan
and the substitution of the Replacement Mortgage Loan or Loans and the Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee and the
Custodian. Upon such substitution, the Replacement Mortgage Loan or Loans shall
be subject to the terms of this Agreement in all respects, and the Sponsor shall
be deemed to have made with respect to such Replacement Mortgage Loan or Loans,
as of the date of substitution, the representations and warranties set forth in
Section 7 or Section 8 of the Mortgage Loan Purchase Agreement with respect to
such Mortgage Loan. Upon any such substitution and the deposit into the
Protected Account of the amount required to be deposited therein in connection
with such substitution as described in the following paragraph and receipt by
the Trustee of a Request for Release for such Mortgage Loan, the Trustee or the
Custodian shall release to the Sponsor the Mortgage File relating to such
Deleted Mortgage Loan and held for the benefit of the Certificateholders and the
Trustee shall execute and deliver at the Sponsor's direction such instruments of
transfer or assignment as have been prepared by the Sponsor in each case without
recourse, representation or warranty as shall be necessary to vest in the
Sponsor or its respective designee, title to the Trustee's interest in any
Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

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

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

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

         Section 2.04      REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.

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

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

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

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

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

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

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

         It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee or the Custodian for the benefit of the Certificateholders. Upon
discovery by the Depositor or the Trustee of a breach of such representations
and warranties, the party discovering such breach shall give prompt written
notice to the others and to each Rating Agency.

         Section 2.05      DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH
                           SUBSTITUTIONS AND REPURCHASES.

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

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

         Section 2.06      COUNTERSIGNATURE AND DELIVERY OF CERTIFICATES.

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

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

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

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

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

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

         Section 2.07      PURPOSES AND POWERS OF THE TRUST.

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

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

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

         (c) to make distributions on the Certificates;

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

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

         The Trust is hereby authorized to engage in the foregoing activities.
Neither the Trustee nor the Master Servicer shall cause the Trust to engage in
any activity other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement while any Certificate is
outstanding.

                                  ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

         Section 3.01      THE MASTER SERVICER TO ACT AS MASTER SERVICER.

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

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

         In accordance with the standards of the first paragraph of this Section
3.01, the Master Servicer shall advance or cause to be advanced funds as
necessary for the purpose of effecting the payment of taxes and assessments on
the Mortgaged Properties, which advances shall be reimbursable in the first
instance from related collections from the Mortgagors pursuant to Section 4.03,
and further as provided in Section 4.02. All costs incurred by the Master
Servicer, if any, in effecting the timely payments of taxes and assessments on
the Mortgaged Properties and related insurance premiums shall not, for the
purpose of calculating monthly distributions to the Certificateholders, be added
to the Stated Principal Balance under the Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit.

         Section 3.02      DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

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

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

         Section 3.03      SUBSERVICERS.

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

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

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

         Any subservicing agreement and any other transactions or services
relating to the Mortgage Loans involving a subservicer shall be deemed to be
between such subservicer and the Master Servicer alone, and the Trustee shall
not have any obligations, duties or liabilities with respect to such subservicer
including any obligation, duty or liability of the Trustee to pay such
subservicer's fees and expenses. Each subservicing agreement shall provide that
such agreement may be assumed or terminated without cause or penalty by the
Trustee or other Successor Master Servicer in the event the Master Servicer is
terminated in accordance with this Agreement. For purposes of remittances to the
Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have
received a payment on a Mortgage Loan when a subservicer has received such
payment.

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

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

         Section 3.05      MAINTENANCE OF HAZARD INSURANCE.

         The Master Servicer shall cause to be maintained, for each Mortgage
Loan, hazard insurance on buildings upon, or comprising part of, the Mortgaged
Property against loss by fire, hazards of extended coverage and such other
hazards as are customary in the area where the related Mortgaged Property is
located with an insurer which is licensed to do business in the state where the
related Mortgaged Property is located. Each such policy of standard hazard
insurance shall contain, or have an accompanying endorsement that contains, a
standard mortgagee clause. The Master Servicer shall also cause flood insurance
to be maintained on property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, to the extent described below. Pursuant to
Section 4.01, any amounts collected by the Master Servicer under any such
policies (other than the amounts to be applied to the restoration or repair of
the related Mortgaged Property or property thus acquired or amounts released to
the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Protected Account. Any cost incurred by
the Master Servicer in maintaining any such insurance shall not, for the purpose
of calculating monthly distributions to the Certificateholders or remittances to
the Trustee for their benefit, be added to the principal balance of the Mortgage
Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs
shall be recoverable by the Master Servicer out of late payments by the related
Mortgagor or out of Liquidation Proceeds to the extent permitted by Section
4.02. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the time of
origination of the Mortgage Loan in a federally designated special flood hazard
area and such area is participating in the national flood insurance program, the
Master Servicer shall cause flood insurance to be maintained with respect to
such Mortgage Loan. Such flood insurance shall be in an amount equal to the
least of (i) the Stated Principal Balance of the related Mortgage Loan, (ii)
minimum amount required to compensate for damage or loss on a replacement cost
basis or (iii) the maximum amount of such insurance available for the related
Mortgaged Property under the Flood Disaster Protection Act of 1973, as amended.

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

         Section 3.06      PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

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

         Section 3.07      MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE
                           POLICIES.

         (a) The Master Servicer shall not take any action that would result in
noncoverage under any applicable Primary Mortgage Insurance Policy of any loss
which, but for the actions of the Master Servicer would have been covered
thereunder. The Master Servicer shall use its best efforts to keep in force and
effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
such insurance), Primary Mortgage Insurance applicable to each Mortgage Loan.
The Master Servicer shall not cancel or refuse to renew any such Primary
Mortgage Insurance Policy that is in effect at the date of the initial issuance
of the Mortgage Note and is required to be kept in force hereunder. (b) The
Master Servicer agrees to present on behalf of the Trustee, the
Certificateholders claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account, subject to withdrawal pursuant to
Section 4.02 hereof.

         Section 3.08      FIDELITY BOND, ERRORS AND OMISSIONS INSURANCE.

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

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

         (a) The Master Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, the Master Servicer shall
follow such practices and procedures as it shall deem necessary or advisable and
as shall be normal and usual in its general mortgage servicing activities and
the requirements of the insurer under any Required Insurance Policy; provided
that the Master Servicer shall not be required to expend its own funds in
connection with any foreclosure or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it
through Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Protected Account pursuant to
Section 4.02). If the Master Servicer reasonably believes that Liquidation
Proceeds with respect to any such Mortgage Loan would not be increased as a
result of such foreclosure or other action, such Mortgage Loan will be
charged-off and will become a Liquidated Loan. The Master Servicer will give
notice of any such charge-off to the Trustee. The Master Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided that such costs and expenses shall be Servicing Advances
and that it shall be entitled to reimbursement thereof from the proceeds of
liquidation of the related Mortgaged Property, as contemplated in Section 4.02.
If the Master Servicer has knowledge that a Mortgaged Property that the Master
Servicer is contemplating acquiring in foreclosure or by deed- in-lieu of
foreclosure is located within a one-mile radius of any site with environmental
or hazardous waste risks known to the Master Servicer, the Master Servicer will,
prior to acquiring the Mortgaged Property, consider such risks and only take
action in accordance with its established environmental review procedures.

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

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

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

         The Liquidation Proceeds from any liquidation of a Mortgage Loan, net
of any payment to the Master Servicer as provided above, shall be deposited in
the Protected Account upon receipt and made available on the next succeeding
Determination Date following receipt thereof for distribution on the related
Distribution Date, except that any Excess Liquidation Proceeds shall be retained
by the Master Servicer as additional servicing compensation.

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

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

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

         Section 3.10      SERVICING COMPENSATION.

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

         Additional servicing compensation in the form of any Excess Liquidation
Proceeds, assumption fees, late payment charges, other ancillary income, all
income and gain net of any losses realized from Permitted Investments with
respect to funds in or credited to the Protected Account shall be retained by
the Master Servicer to the extent not required to be deposited in the Protected
Account pursuant to Section 4.02. The Master Servicer shall be required to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including payment of any premiums for hazard insurance, as required
by Section 3.05 and maintenance of the other forms of insurance coverage
required by Section 3.07) and shall not be entitled to reimbursement therefor
except as specifically provided in Section 4.02.

         Section 3.11      REO PROPERTY.

         (a) In the event the Trust Fund acquires ownership of any REO Property
in respect of any related Mortgage Loan, the deed or certificate of sale shall
be issued to the Trustee, or to its nominee, on behalf of the related
Certificateholders. The Master Servicer shall sell any REO Property as
expeditiously as possible and in accordance with the provisions of this
Agreement. Pursuant to its efforts to sell such REO Property, the Master
Servicer shall protect and conserve such REO Property in the manner and to the
extent required herein, in accordance with the REMIC Provisions.

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

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

         Section 3.12      LIQUIDATION REPORTS.

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

         Section 3.13      ANNUAL STATEMENT AS TO COMPLIANCE.

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

         Failure of the Master Servicer to comply with this Section 3.13
(including with respect to the timeframes required in this Section) shall be
deemed an Event of Default, and the Trustee at the direction of the Depositor
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof without compensating the Master Servicer for the same.
Failure of the Trustee to comply with this Section 3.13 (including with respect
to the timeframes required in this Section) which failure results in a failure
to timely file the Form 10-K shall be deemed a default which may result in the
termination of the Trustee pursuant to Section 9.08 of this Agreement and the
Depositor may, in addition to whatever rights the Depositor may have under this
Agreement and at law or equity or to damages, including injunctive relief and
specific performance, upon notice immediately terminate all the rights and
obligations of the Trustee under this Agreement and in and to the Mortgage Loans
and the proceeds thereof without compensating the Trustee for the same. This
paragraph shall supercede any other provision in this Agreement or any other
agreement to the contrary.

         Section 3.14      ASSESSMENTS OF COMPLIANCE AND ATTESTATION REPORTS.

         The Master Servicer shall service and administer the Mortgage Loans in
accordance with all applicable requirements of the Servicing Criteria. Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB,
the Master Servicer, the Trustee and the Custodian (each, an "Attesting Party")
shall deliver to the Trustee, the Master Servicer and the Depositor on or before
March 15th of each calendar year beginning in 2007, a report regarding such
Attesting Party's assessment of compliance (an "Assessment of Compliance") with
the Servicing Criteria during the preceding calendar year. The Assessment of
Compliance, as set forth in Regulation AB, must contain the following:

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

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

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

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

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

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

         On or before March 15th of each calendar year beginning in 2007, each
Attesting Party shall furnish to the Master Servicer, the Depositor and the
Trustee a report (an "Attestation Report") by a registered public accounting
firm that attests to, and reports on, the Assessment of Compliance made by the
related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in
accordance with standards for attestation reports issued or adopted by the
Public Company Accounting Oversight Board.

         The Master Servicer shall cause any subservicer and each subcontractor
determined by it to be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master
Servicer and the Depositor an Assessment of Compliance and Attestation Report as
and when provided above along with an indication of what Servicing Criteria are
addressed in such assessment.

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

         Failure of the Master Servicer to comply with this Section 3.14
(including with respect to the timeframes required in this Section) shall be
deemed an Event of Default, and the Trustee at the direction of the Depositor
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all the rights and obligations of
the Master Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof without compensating the Master Servicer for the same. This
paragraph shall supercede any other provision in this Agreement or any other
agreement to the contrary.

         The Trustee shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit P hereto which are indicated
as applicable to the "trustee." In addition, the Trustee shall cause the
Custodian to deliver to the Trustee and the Depositor an Assessment of
Compliance and Attestation Report, as and when provided above, which shall at a
minimum address each of the Servicing Criteria specified on Exhibit P hereto
which are indicated as applicable to a "custodian." Notwithstanding the
foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is
not required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.

         Section 3.15      BOOKS AND RECORDS.

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

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

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

         Section 3.16      REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

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

                  (ii) (A) Within seven (7) calendar days after the related
Distribution Date, (i) the parties set forth in Exhibit Q shall be required to
provide, pursuant to section 3.16(a)(v) below, to the Trustee and the Depositor,
to the extent known, in EDGAR-compatible format, or in such other form as
otherwise agreed upon by the Trustee and the Depositor and such party, the form
and substance of any Additional Form 10-D Disclosure, if applicable, and (ii)
the Depositor will approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
Depositor will be responsible for any reasonable out-of-pocket expenses incurred
by the Trustee in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this Section.

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

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

                  (B) For so long as the Trust is subject to the Exchange Act
         reporting requirements, no later than 12:00 p.m. New York City time on
         the 2nd Business Day after the occurrence of a Reportable Event (i) the
         parties set forth in Exhibit Q shall be required pursuant to Section
         3.16(a)(v) below to provide to the Trustee and the Depositor, to the
         extent known, in EDGAR-compatible format, or in such other form as
         otherwise agreed upon by the Trustee and the Depositor and such party,
         the form and substance of any Form 8-K Disclosure Information, if
         applicable, and (ii) the Depositor will approve, as to form and
         substance, or disapprove, as the case may be, the inclusion of the Form
         8-K Disclosure Information on Form 8-K. The Depositor will be
         responsible for any reasonable out-of-pocket expenses incurred by the
         Trustee in connection with including any Form 8-K Disclosure
         Information on Form 8-K pursuant to this Section.

                  (C) After preparing the Form 8-K, the Trustee shall forward
         electronically a draft copy of the Form 8-K to the Depositor and the
         Master Servicer for review. No later than the end of business New York
         City time on the 3rd Business Day after the Reportable Event, a senior
         officer of the Master Servicer shall sign the Form 8-K and return an
         electronic or fax copy of such signed Form 8-K (with an original
         executed hard copy to follow by overnight mail) to the Trustee. If a
         Form 8-K cannot be filed on time or if a previously filed Form 8-K
         needs to be amended, the Trustee will follow the procedures set forth
         in Section 3.16(a)(vi). Promptly (but no later than one (1) Business
         Day) after filing with the Commission, the Trustee will, make available
         on its internet website identified in Section 5.06 a final executed
         copy of each Form 8-K. The signing party at the Master Servicer can be
         contacted at 972-444-2828. The parties to this Agreement acknowledge
         that the performance by the Trustee of its duties under this Section
         3.16(a)(iii) related to the timely preparation and filing of Form 8-K
         is contingent upon such parties strictly observing all applicable
         deadlines in the performance of their duties under this Section
         3.16(a)(iii). The Trustee shall have no liability for any loss,
         expense, damage, claim arising out of or with respect to any failure to
         properly prepare and/or timely file such Form 8-K, where such failure
         results from the Trustee's inability or failure to receive, on a timely
         basis, any information from any other party hereto needed to prepare,
         arrange for execution or file such Form 8-K, not resulting from its own
         negligence, bad faith or willful misconduct. Subject to the foregoing,
         the Trustee has no duty under this Agreement to monitor or enforce the
         performance by the other parties listed on Exhibit Q of their duties
         under this paragraph or to proactively solicit or procure from such
         parties any Additional Form 8-K Disclosure information.

                  (iv) (A) Within 90 days after the end of each fiscal year of
the Trust or such earlier date as may be required by the Exchange Act (the "10-K
Filing Deadline") (it being understood that the fiscal year for the Trust ends
on December 31st of each year), commencing in March 2007, the Trustee shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as
required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Trustee within
the applicable timeframes set forth in this Agreement, (I) an annual compliance
statement for the Master Servicer and any subservicer, as described under
Section 3.13, (II)(A) the annual reports on assessment of compliance with
Servicing Criteria for the Master Servicer, each subservicer and subcontractor
participating in the servicing function, the Trustee and the Custodian, as
described under Section 3.14, and (B) if the Master Servicer's, the Trustee's or
the Custodian's report on assessment of compliance with servicing criteria
described under Section 3.14 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if the Master
Servicer's, the Trustee's or the Custodian's report on assessment of compliance
with Servicing Criteria described under Section 3.14 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included, (III)(A) the registered public
accounting firm attestation report for the Master Servicer, the Trustee and the
Custodian, as described under Section 3.14, and (B) if any registered public
accounting firm attestation report described under Section 3.14 identifies any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included, and
(IV) a Sarbanes-Oxley Certification ("Sarbanes-Oxley Certification") as
described in this Section 3.16 (a)(iv)(D) below. Any disclosure or information
in addition to (I) through (IV) above that is required to be included on Form
10-K ("Additional Form 10-K Disclosure") shall be, pursuant to the paragraph
immediately below, reported by the parties set forth on Exhibit Q to the Trustee
and the Depositor and approved by the Depositor, and the Trustee will have no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-K Disclosure absent such reporting (other than with respect
to when it is the reporting party as set forth in Exhibit Q) and approval.

                  (B) No later than March 15th of each year that the Trust is
         subject to the Exchange Act reporting requirements, commencing in 2007,
         (i) the parties set forth in Exhibit Q shall be required to provide
         pursuant to Section 3.16(a)(v) below to the Trustee and the Depositor,
         to the extent known, in EDGAR-compatible format, or in such other form
         as otherwise agreed upon by the Trustee and the Depositor and such
         party, the form and substance of any Additional Form 10-K Disclosure,
         if applicable, and (ii) the Depositor will approve, as to form and
         substance, or disapprove, as the case may be, the inclusion of the
         Additional Form 10-K Disclosure on Form 10-K. The Depositor will be
         responsible for any reasonable out-of-pocket expenses incurred by the
         Trustee in connection with including any Form 10-K Disclosure
         Information on Form 10-K pursuant to this Section.

                  (C) After preparing the Form 10-K, the Trustee shall forward
         electronically a draft copy of the Form 10-K to the Depositor and the
         Master Servicer for review. No later than 12:00 p.m. New York City time
         on the 4th Business Day prior to the 10-K Filing Deadline, a senior
         officer of the Master Servicer shall sign the Form 10-K and return an
         electronic or fax copy of such signed Form 10-K (with an original
         executed hard copy to follow by overnight mail) to the Trustee. If a
         Form 10-K cannot be filed on time or if a previously filed Form 10-K
         needs to be amended, the Trustee will follow the procedures set forth
         in Section 3.16(a)(vi). Promptly (but no later than one (1) Business
         Day) after filing with the Commission, the Trustee will make available
         on its internet website identified in Section 5.06 a final executed
         copy of each Form 10-K. The signing party at the Master Servicer can be
         contacted at 972-444-2828. The parties to this Agreement acknowledge
         that the performance by the Trustee of its duties under Sections
         3.16(a)(iv) related to the timely preparation and filing of Form 10-K
         is contingent upon such parties strictly observing all applicable
         deadlines in the performance of their duties under such Sections,
         Section 3.13 and Section 3.14. The Trustee shall have no liability for
         any loss, expense, damage, claim arising out of or with respect to any
         failure to properly prepare and/or timely file such Form 10-K, where
         such failure results from the Trustee's inability or failure to
         receive, on a timely basis, any information from any other party hereto
         needed to prepare, arrange for execution or file such Form 10-K, not
         resulting from its own negligence, bad faith or willful misconduct.
         Subject to the foregoing, the Trustee has no duty under this Agreement
         to monitor or enforce the performance by the other parties listed on
         Exhibit Q of their duties under this paragraph or to proactively
         solicit or procure from such parties any Additional Form 10-K
         Disclosure information.

                  (D) Each Form 10-K shall include a certification (the
         "Sarbanes-Oxley Certification") required to be included therewith
         pursuant to the Sarbanes-Oxley Act. The Trustee shall, and the Master
         Servicer shall cause any subservicer or subcontractor engaged by it to,
         provide to the Person who signs the Sarbanes-Oxley Certification (the
         "Certifying Person"), by March 15 of each year in which the Trust is
         subject to the reporting requirements of the Exchange Act and otherwise
         within a reasonable period of time upon request, a certification (each,
         a "Back-Up Certification"), in the form attached hereto as Exhibit K,
         upon which the Certifying Person, the entity for which the Certifying
         Person acts as an officer, and such entity's officers, directors and
         Affiliates (collectively with the Certifying Person, "Certification
         Parties") can reasonably rely. The senior officer of the Master
         Servicer shall serve as the Certifying Person on behalf of the Trust.
         Such officer of the Certifying Person can be contacted at 972-444-2828.
         In the event the Trustee is terminated or resigns pursuant to the terms
         of this Agreement, the Trustee shall provide a Back-Up Certification to
         the Certifying Person pursuant to this Section 3.16(a)(iv) with respect
         to the period of time it was subject to this Agreement.

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

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

                  (B) In the event that the Trustee is unable to timely file
         with the Commission all or any required portion of any Form 8-K, 10-D
         or 10-K required to be filed by this Agreement because required
         disclosure information was either not delivered to it or delivered to
         it after the delivery deadlines set forth in this Agreement or for any
         other reason, the Trustee will immediately notify the Depositor and the
         Master Servicer. In the case of Form 10-D and 10-K, the Depositor,
         Master Servicer and Trustee will cooperate to prepare and file a Form
         12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of
         the Exchange Act. In the case of Form 8-K, the Trustee will, upon
         receipt of all required Form 8-K Disclosure Information and upon the
         approval and direction of the Depositor, include such disclosure
         information on the next Form 10-D. In the event that any previously
         filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will
         notify the Depositor and the Master Servicer and such parties will
         cooperate to prepare any necessary 8-KA, 10-DA or 10-KA. Any Form 15,
         Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed
         by a senior officer of the Master Servicer. The Depositor and Master
         Servicer acknowledge that the performance by the Trustee of its duties
         under this Section 3.16(a)(vi) related to the timely preparation and
         filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or
         10-K is contingent upon the Master Servicer and the Depositor
         performing their duties under this Section. The Trustee shall have no
         liability for any loss, expense, damage, claim arising out of or with
         respect to any failure to properly prepare and/or timely file any such
         Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K,
         where such failure results from the Trustee's inability or failure to
         receive, on a timely basis, any information from any other party hereto
         needed to prepare, arrange for execution or file such Form 15, Form
         12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from
         its own negligence, bad faith or willful misconduct.

         The Depositor agrees to promptly furnish to the Trustee, from time to
time upon request, such further information, reports and financial statements
within its control related to this Agreement, the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with the
Commission. The Trustee shall have no responsibility to file any items other
than those specified in this Section 3.16; provided, however, the Trustee shall
cooperate with the Depositor in connection with any additional filings with
respect to the Trust Fund as the Depositor deems necessary under the Exchange
Act. Copies of all reports filed by the Trustee under the Exchange Act shall be
sent to: the Depositor c/o Bear, Stearns & Co. Inc., Attn: Managing Director
Analysis and Control, One Metrotech Center North, Brooklyn, New York 11202-3859.
Fees and expenses incurred by the Trustee in connection with this Section 3.16
shall not be reimbursable from the Trust Fund.

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

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

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

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

         If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Master Servicer, Depositor or the Trustee, as
applicable, then the defaulting party, in connection with a breach of its
respective obligations under Section 3.13, Section 3.14 and Section 3.16 or its
respective negligence, bad faith or willful misconduct in connection therewith,
agrees that it shall contribute to the amount paid or payable by the other
parties as a result of the losses, claims, damages or liabilities of the other
party in such proportion as is appropriate to reflect the relative fault and the
relative benefit of the respective parties.

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

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

         Section 3.17      INTENTION OF THE PARTIES AND INTERPRETATION.

         Each of the parties acknowledges and agrees that the purpose of
Sections 3.13, 3.14 and 3.16 of this Agreement is to facilitate compliance by
the Seller and the Depositor with the provisions of Regulation AB. Therefore,
each of the parties agrees that (a) the obligations of the parties hereunder
shall be interpreted in such a manner as to accomplish that purpose, (b) the
parties' obligations hereunder will be supplemented and modified as necessary to
be consistent with any such amendments, interpretive advice or guidance,
convention or consensus among active participants in the asset-backed securities
markets, advice of counsel, or otherwise in respect of the requirements of
Regulation AB, (c) the parties shall comply with reasonable requests made by the
Seller or the Depositor for delivery of additional or different information as
the Seller or the Depositor may determine in good faith is necessary to comply
with the provisions of Regulation AB, and (d) no amendment of this Agreement
shall be required to effect any such changes in the parties' obligations as are
necessary to accommodate evolving interpretations of the provisions of
Regulation AB.

         Section 3.18      UCC.

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

         Section 3.19      OPTIONAL PURCHASE OF CERTAIN MORTGAGE LOANS.

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

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

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

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

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

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

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

         (b) On or before the Closing Date, the Trustee shall establish a
Reserve Fund on behalf of the Holders of the Certificates. On the Closing Date,
the Depositor shall cause an amount equal to the Reserve Fund Deposit to be
deposited into the Reserve Fund. The Reserve Fund must be an Eligible Account.
The Reserve Fund shall be entitled "Reserve Fund, LaSalle Bank National
Association as Trustee for the benefit of holders of Bear Stearns Asset Backed
Securities I LLC, Asset-Backed Certificates, Series 2006-EC2". The Trustee shall
deposit in the Reserve Fund all payments received from the Derivative
Administrator that are payable to the Trust Fund pursuant to the Derivative
Administration Agreement. On each Distribution Date the Trustee shall remit such
amounts received from the Derivative Administrator to the Holders of the Class A
Certificates and Class M Certificates in the manner provided in clause (d)
below. In addition, on each Distribution Date as to which there is a Basis Risk
Shortfall Carry Forward Amount payable to any Class of Class A Certificates
and/or Class M Certificates, the Trustee shall deposit the amounts distributable
pursuant to clauses (C) and (D) of Section 5.04(a)(3) into the Reserve Fund, and
the Trustee has been directed by the Class CE Certificateholder to distribute
amounts in respect of the Basis Risk Shortfall Carry Forward Amount to the
Holders of the Class A and/or Class M Certificates in the priorities set forth
in clauses (C) and (D) of Section 5.04(a)(3). Any amount paid to the Holders of
Class A Certificates and/or Class M Certificates pursuant to the preceding
sentence in respect of the Basis Risk Shortfall Carry Forward Amount from
amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(3)
shall be treated as distributed to the Class CE Certificateholder in respect of
the Class CE Certificates and paid by the Class CE Certificateholder to the
Holders of the Class A Certificates and/or Class M Certificates. Any payments to
the Holders of the Class A Certificates and/or Class M Certificates in respect
of Basis Risk Shortfall Carry Forward Amount, whether pursuant to the second
preceding sentence or pursuant to subsection (d) below, shall not be payments
with respect to a Regular Interest in a REMIC within the meaning of Code Section
860(G)(a)(1).

         (c) Net Swap Payments and Swap Termination Payments (other than Swap
Termination Payments resulting from a Swap Provider Trigger Event and to the
extent not paid by the Derivative Administrator on behalf of the Supplemental
Interest Trust Trustee from any upfront payment received pursuant to any
replacement interest rate swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) payable by the Derivative Administrator, on
behalf of the Supplemental Interest Trust Trustee, to the Swap Provider pursuant
to the Swap Agreement shall be deducted from Interest Funds, and to the extent
of any such remaining amounts due, from Principal Funds, prior to any
distributions to the Certificateholders. On or before each Distribution Date,
such amounts shall be remitted to the Derivative Administrator, and deposited
into the Derivative Account, first to make any Net Swap Payment owed to the Swap
Provider pursuant to the Swap Agreement for such Distribution Date and for prior
Distribution Dates, if any, and second to make any Swap Termination Payment (not
due to a Swap Provider Trigger Event and to the extent not paid by the
Derivative Administrator on behalf of the Supplemental Interest Trust Trustee
from any upfront payment received pursuant to any replacement interest rate swap
agreement that may be entered into by the Supplemental Interest Trust Trustee)
owed to the Swap Provider pursuant to the Swap Agreement for such Distribution
Date and for prior Distribution Dates, if any. In addition, the Trustee shall
remit to the Derivative Administrator for payment to the Swap Provider any Swap
Termination Payment (which shall include any Net Swap Payment payable to the
Swap Provider) payable under Section 10.01. For federal income tax purposes,
such amounts paid to the Supplemental Interest Trust on each Distribution Date
shall first be deemed paid to the Supplemental Interest Trust in respect of
REMIC VI Regular Interest IO to the extent of the amount distributable on such
REMIC VI Regular Interest IO on such Distribution Date, and any remaining amount
shall be deemed paid to the Supplemental Interest Trust in respect of a Class IO
Distribution Amount. Any Swap Termination Payment triggered by a Swap Provider
Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will be
subordinated to distributions to the Holders of the Class A Certificates and
Class M Certificates and shall be paid as set forth under Section 5.04(a)(3).

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

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

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

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

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

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

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

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

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

         Section 3.23      ADVANCING FACILITY.

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

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

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

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

         Section 3.24      SPECIAL SERVICER.

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

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

                                   ARTICLE IV
                                    ACCOUNTS

         Section 4.01      COLLECTION OF MORTGAGE LOAN PAYMENTS; PROTECTED
ACCOUNT.

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

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

         The Master Servicer shall not waive (or permit a sub-servicer to waive)
any Prepayment Charge unless: (i) the enforceability thereof shall have been
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally, (ii) the enforcement thereof is
illegal, or any local, state or federal agency has threatened legal action if
the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated
in connection with a foreclosure or other involuntary payment or (iv) such
waiver is standard and customary in servicing similar Mortgage Loans and relates
to a default or a reasonably foreseeable default and would, in the reasonable
judgment of the Master Servicer, maximize recovery of total proceeds taking into
account the value of such Prepayment Charge and the related Mortgage Loan. If a
Prepayment Charge is waived, but does not meet the standards described above,
then the Master Servicer is required to pay the amount of such waived Prepayment
Charge, for the benefit of the Class P Certificates, by remitting such amount to
the Trustee by the Distribution Account Deposit Date.

         (b) The Master Servicer shall establish and maintain a Protected
Account (which shall at all times be an Eligible Account) with a depository
institution in the name of the Master Servicer for the benefit of the Trustee on
behalf of the Certificateholders and designated "EMC Mortgage Corporation, as
Master Servicer, for the benefit of LaSalle Bank National Association, in trust
for registered Holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-EC2". The Master Servicer shall deposit
or cause to be deposited into the Protected Account on a daily basis within two
Business Days of receipt and identification, except as otherwise specifically
provided herein, the following payments and collections remitted by subservicers
or received by it in respect of the Mortgage Loans subsequent to the Cut-off
Date (other than in respect of principal and interest due on the Mortgage Loans
on or before the Cut-off Date) and the following amounts required to be
deposited hereunder:

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

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

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

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

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

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

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

         The foregoing requirements for remittance by the Master Servicer into
the Protected Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges or assumption fees, if collected, need not be remitted by the
Master Servicer. In the event that the Master Servicer shall remit any amount
not required to be remitted and not otherwise subject to withdrawal pursuant to
Section 4.02, it may at any time withdraw or direct the institution maintaining
the Protected Account, to withdraw such amount from the Protected Account, any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the institution
maintaining the Protected Account, that describes the amounts deposited in error
in the Protected Account. The Master Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section. Reconciliations
will be prepared for the Protected Account within 45 calendar days after the
bank statement cut-off date. All items requiring reconciliation will be resolved
within 90 calendar days of their original identification. All funds deposited in
the Protected Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 4.02.

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

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

         Section 4.02      PERMITTED WITHDRAWALS FROM THE PROTECTED ACCOUNT.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
the Master Servicer out of related collections for any payments made with
respect to each Mortgage Loan pursuant to Section 3.01 (with respect to taxes
and assessments and insurance premiums) and Section 3.05 (with respect to hazard
insurance), to refund to any Mortgagors for any Mortgage Loans any sums as may
be determined to be overages, to pay interest, if required by law or the terms
of the related Mortgage or Mortgage Note, to such Mortgagors on balances in the
Escrow Account or to clear and terminate the Escrow Account at the termination
of this Agreement in accordance with Section 10.01 thereof. The Escrow Account
shall not be a part of the Trust Fund.

         Section 4.04      DISTRIBUTION ACCOUNT.

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

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

         (c) The Distribution Account shall constitute an Eligible Account of
the Trust Fund segregated on the books of the Trustee and held by the Trustee
and the Distribution Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and encumbrances of
any creditors or depositors of the Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be invested in the name of the Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and shall
be held until, the next succeeding Distribution Date if the obligor for such
Permitted Investment is the Trustee or, if such obligor is any other Person, the
Business Day preceding such Distribution Date. All investment earnings on
amounts on deposit in the Distribution Account or benefit from funds uninvested
therein from time to time shall be for the account of the Trustee. The Trustee
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there is
any loss on a Permitted Investment or demand deposit, the Trustee shall deposit
the amount of the loss from its own funds in the Distribution Account not later
than the applicable Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders. With respect to the
Distribution Account and the funds deposited therein, the Trustee shall take
such action as may be necessary to ensure that the Certificateholders shall be
entitled to the priorities afforded to such a trust account (in addition to a
claim against the estate of the Trustee) as provided by 12 U.S.C. ss. 92a(e),
and applicable regulations pursuant thereto, if applicable, or any applicable
comparable state statute applicable to state chartered banking corporations.

         Section 4.05      PERMITTED WITHDRAWALS AND TRANSFERS FROM THE
DISTRIBUTION ACCOUNT.

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

                  (i) to pay to itself the Trustee Fee;

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

                  (iii) to pay investment income to the Trustee;

                  (iv) to remove amounts deposited in error;

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

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

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

         Section 4.06      CLASS P CERTIFICATE ACCOUNT.

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

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

                                   ARTICLE V

                           DISTRIBUTIONS AND ADVANCES

         Section 5.01      ADVANCES.

         The Master Servicer shall, or shall cause the related subservicer
pursuant to the Subservicing Agreement to, make an Advance (other than any
balloon payments) and deposit such Advance in the Protected Account. Each such
Advance shall be remitted to the Distribution Account no later than 10:00 a.m.
Eastern time on the Distribution Account Deposit Date in immediately available
funds. The Master Servicer shall be obligated to make any such Advance only to
the extent that such advance would not be a Nonrecoverable Advance. If the
Master Servicer shall have determined that it has made a Nonrecoverable Advance
or that a proposed Advance or a lesser portion of such Advance would constitute
a Nonrecoverable Advance, the Master Servicer shall deliver (i) to the Trustee
for the benefit of the Certificateholders funds constituting the remaining
portion of such Advance, if applicable, and (ii) to the Depositor, each Rating
Agency and the Trustee an Officer's Certificate setting forth the basis for such
determination. Subject to the Master Servicer's recoverability determination, in
the event that a subservicer fails to make a required Advance, the Master
Servicer shall be required to remit the amount of such Advance to the
Distribution Account.

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

         The Master Servicer shall be entitled to be reimbursed from the
Protected Account for all Advances of its own funds made pursuant to this
Section as provided in Section 4.02. The obligation to make Advances with
respect to any Mortgage Loan shall continue until such Mortgage Loan is paid in
full or the related Mortgaged Property or related REO Property has been
liquidated or until the purchase or repurchase thereof (or substitution
therefor) from the Trust Fund pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section 5.01.

         Subject to and in accordance with the provisions of Article VIII
hereof, in the event the Master Servicer fails to make such Advance, then the
Trustee, as Successor Master Servicer, shall be obligated to make such Advance,
subject to the provisions of this Section 5.01.

         Section 5.02      COMPENSATING INTEREST PAYMENTS.

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

         Section 5.03      REMIC DISTRIBUTIONS.

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

         Section 5.04      DISTRIBUTIONS.

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

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

                  (A)      to the Class A-1, Class A-2, Class A-3 and Class A-4
                  Certificates, the Current Interest and any Interest Carry
                  Forward Amount for each such Class, on a PRO RATA basis based
                  on the entitlement of each such Class; and

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

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

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

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

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

                           (i) To the Class A Certificates, the Principal
                  Distribution Amount for such Distribution Date, sequentially,
                  to the Class A-1, Class A-2, Class A-3 and Class A-4
                  Certificates, in that order, in each case until the
                  Certificate Principal Balance thereof is reduced to zero;

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

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

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

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

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

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

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

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

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

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

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

                           (i) To the Class A Certificates, the Class A
                  Principal Distribution Amount for such Distribution Date,
                  sequentially, to the Class A-1, Class A-2, Class A-3 and Class
                  A-4 Certificates, in that order, the Class A Principal
                  Distribution Amount for such Distribution Date, in each case
                  until the Certificate Principal Balance thereof is reduced to
                  zero;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (c) Subject to Section 10.02 hereof respecting the final distribution,
on each Distribution Date the Trustee shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Holder has so notified
the Trustee at least 5 Business Days prior to the related Record Date, or, if
not, by check mailed by first class mail to such Certificateholder at the
address of such Holder appearing in the Certificate Register. Notwithstanding
the foregoing, but subject to Section 10.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the name
of a Depository shall be made to such Depository in immediately available funds.

         (d) On or before 5:00 p.m. Eastern time on the fifth Business Day
immediately preceding each Distribution Date, the Master Servicer shall deliver
a report to the Trustee in electronic form (or by such other means as the Master
Servicer and the Trustee may agree from time to time) containing such data and
information, as agreed to by the Master Servicer and the Trustee such as to
permit the Trustee to prepare the Monthly Statement to Certificateholders and to
make the required distributions for the related Distribution Date.

         Section 5.05      ALLOCATION OF REALIZED LOSSES.

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

         (b) Any allocation of Realized Losses to a Class of Certificates or to
the Class CE Interest on any Distribution Date shall be made by reducing the
Certificate Principal Balance or Uncertificated Principal Balance thereof by the
amount so allocated; any allocation of Realized Losses to Excess Spread shall be
made by reducing the amount otherwise payable in respect of the Class CE
Interest and the Class CE Certificates pursuant to clause (G) of Section
5.04(a)(3). No allocations of any Realized Losses shall be made to the
Certificate Principal Balance or Uncertificated Principal Balance, as
applicable, of the Class P Interest and the Class P Certificates.

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

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

         (c)      (i) All Realized Losses on the Mortgage Loans shall be
allocated on each Distribution Date, first, to REMIC I Regular Interest
I-Non-Swap until the Uncertificated Principal Balance thereof has been reduced
to zero, and second, to REMIC I Regular Interest I-5-A through REMIC I Regular
Interest I-60-B, starting with the lowest numerical denomination until the
Uncertificated Principal Balance of each such REMIC I Regular Interest has been
reduced to zero, provided that, for REMIC I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated PRO RATA between
such REMIC I Regular Interests.

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

         Section 5.06      MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.

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

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

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

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

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

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

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

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

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

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

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

                  (xi) the number and aggregate Stated Principal Balance of the
         Mortgage Loans (A) Delinquent (exclusive of Mortgage Loans in
         foreclosure and bankruptcy) (1) 30 days Delinquent, (2) 60 days
         Delinquent and (3) 90 days or more Delinquent, (B) in foreclosure and
         delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90
         days or more Delinquent and (C) in bankruptcy and delinquent (1) 30
         days Delinquent, (2) 60 days Delinquent and (3) 90 days or more
         Delinquent, in each case as of the close of business on the last day of
         the calendar month preceding such Distribution Date and separately
         identifying such information for the (1) first lien Mortgage Loans, (2)
         second lien Mortgage Loans, and (3) Adjustable Rate Mortgage Loans;

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

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

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

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

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

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

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

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

                  (xx) whether a Trigger Event exists;

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

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

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

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

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

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

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

         The Trustee may make the foregoing Monthly Statement (and, at its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders via the Trustee's internet
website. The Trustee's internet website shall initially be located at
"www.etrustee.net". Assistance in using the website can be obtained by calling
the Trustee's customer service desk at (312) 992-1743. Parties that are unable
to use the above distribution options are entitled to have a paper copy mailed
to them via first class mail by calling the customer service desk and indicating
such. The Trustee may change the way Monthly Statements are distributed in order
to make such distributions more convenient or more accessible to the above
parties.

         (b) The Trustee's responsibility for making the above information
available to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the parties providing the
information to the Trustee. The Trustee will make available a copy of each
statement provided pursuant to this Section 5.06 to each Rating Agency.

         (c) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished upon request to each Person who at
any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(v) and (a)(vi) of this
Section 5.06 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.

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

                  (i) The original projected principal and interest cash flows
         on the Closing Date on each Class of regular and residual interests
         created hereunder and on the Mortgage Loans, based on the Prepayment
         Assumption;

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

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

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

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

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

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

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

         Section 5.07      REMIC DESIGNATIONS AND REMIC DISTRIBUTIONS.

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

         (b) (1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of REMIC I Regular Interest I-Non-Swap and REMIC I Regular Interests
I-5-A through I-60-B or withdrawn from the Distribution Account and distributed
to the Holders of the Class R-1 Certificates, as the case may be:

                  (i) to holders of REMIC I Regular Interest I-Non-Swap and each
         of the REMIC I Regular Interests I-5-A through I-60-B, PRO RATA, in an
         amount equal to (A) the Uncertificated Accrued Interest for such REMIC
         I Regular Interests for such Distribution Date, plus (B) any amounts
         payable in respect thereof remaining unpaid from previous Distribution
         Dates.

                  (ii) to the extent of amounts remaining after the
         distributions made pursuant to clause (i) above, payments of principal
         shall be allocated as follows: first, to REMIC I Regular Interest
         I-Non-Swap, until the Uncertificated Principal Balance of such REMIC I
         Regular Interest is reduced to zero, and second, to REMIC I Regular
         Interests I-5-A through I-60-B starting with the lowest numerical
         denomination until the Uncertificated Principal Balance of each such
         REMIC I Regular Interest is reduced to zero, provided that, for REMIC I
         Regular Interests with the same numerical denomination, such payments
         of principal shall be allocated PRO RATA between such REMIC I Regular
         Interests.

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

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

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

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

                  (iii) to the holders of REMIC II Regular Interests (other than
         REMIC II Regular Interests IO and P) the remainder of the Interest
         Funds and Principal Funds for such Distribution Date after the
         distributions made pursuant to clauses (i) and (ii) above, allocated as
         follows:

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

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

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

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

         (d) On each Distribution Date, an amount equal to the amounts
distributed pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall
be deemed distributed from REMIC III to REMIC IV in respect of the Class CE
Distribution Amount distributable to the Class CE Interest.

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

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

                                   ARTICLE VI

                                THE CERTIFICATES

         Section 6.01      THE CERTIFICATES.

         The Certificates shall be substantially in the forms attached hereto as
Exhibits A-1 through A-5. The Certificates shall be issuable in registered form,
in the minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:

                                                                ORIGINAL CERTIFICATE
                         MINIMUM        INTEGRAL MULTIPLE IN    PRINCIPAL BALANCE OR
      CLASS           DENOMINATION       EXCESS OF MINIMUM        NOTIONAL AMOUNT
  ------------        ------------      --------------------    --------------------
       A-1            $    100,000             $1.00             $  175,089,000.00
       A-2            $    100,000             $1.00             $  105,546,000.00
       A-3            $    100,000             $1.00             $   23,867,000.00
       A-4            $    100,000             $1.00             $   14,138,000.00
       M-1            $    100,000             $1.00             $   27,378,000.00
       M-2            $    100,000             $1.00             $   22,704,000.00
       M-3            $    100,000             $1.00             $   10,017,000.00
       M-4            $    100,000             $1.00             $    9,126,000.00
       M-5            $    100,000             $1.00             $    8,458,000.00
       M-6            $    100,000             $1.00             $    7,568,000.00
       M-7            $    100,000             $1.00             $    7,123,000.00
       M-8            $    100,000             $1.00             $    6,232,000.00
       M-9            $    100,000             $1.00             $    5,342,000.00
       M-10           $    100,000             $1.00             $    5,565,000.00
        CE                 10%                   1%              $  445,177,198.22
        P                  100                  N/A              $          100.00
       R-1                100%                  N/A                     N/A
       R-2                100%                  N/A                     N/A
       R-3                100%                  N/A                     N/A
        RX                100%                  N/A                     N/A

---------------------------
(1) This is a Notional Amount.

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

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

         Section 6.02      CERTIFICATE REGISTER; REGISTRATION OF TRANSFER AND
EXCHANGE OF CERTIFICATES.

         (a) The Trustee shall maintain, or cause to be maintained in accordance
with the provisions of Section 6.09 hereof, a Certificate Register for the Trust
Fund in which, subject to the provisions of subsections (b) and (c) below and to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of Transfers and exchanges of Certificates
as herein provided. Upon surrender for registration of Transfer of any
Certificate, the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and of like aggregate Percentage Interest.

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

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

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

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

         (c) Subject to Subsection 6.02(g), so long as a Global Certificate of
such Class is outstanding and is held by or on behalf of the Depository,
transfers of beneficial interests in such Global Certificate, or transfers by
Holders of Individual Certificates of such Class to transferees that take
delivery in the form of beneficial interests in the Global Certificate, may be
made only in accordance with this Subsection 6.02(c) and in accordance with the
rules of the Depository:

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

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

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

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

         (d) Subject to Subsection 6.02(g), an exchange of a beneficial interest
in a Global Certificate of a Class for an Individual Certificate or Certificates
of such Class, an exchange of an Individual Certificate or Certificates of a
Class for a beneficial interest in the Global Certificate of such Class and an
exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether or
not such exchange is made in anticipation of subsequent transfer, and, in the
case of the Global Certificate of such Class, so long as such Certificate is
outstanding and is held by or on behalf of the Depository) may be made only in
accordance with this Subsection 6.02(d) and in accordance with the rules of the
Depository:

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

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

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

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

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

         (f) Any Individual Certificate issued in exchange for or upon transfer
of another Individual Certificate or of a beneficial interest in a Global
Certificate shall bear the applicable legends set forth in Exhibit A-2.

         (g) Subject to the restrictions on transfer and exchange set forth in
this Section 6.02, the Holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 6.01 above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request for
exchange in the case of exchange. The Holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or
exchange, the Trustee shall, within five Business Days of such request made at
the Corporate Trust Office, sign, countersign and deliver at the Corporate Trust
Office, to the transferee (in the case of transfer) or Holder (in the case of
exchange) or send by first class mail at the risk of the transferee (in the case
of transfer) or Holder (in the case of exchange) to such address as the
transferee or Holder, as applicable, may request, an Individual Certificate or
Certificates, as the case may require, for a like aggregate Percentage Interest
and in such authorized denomination or denominations as may be requested. The
presentation for transfer or exchange of any Individual Certificate shall not be
valid unless made at the Corporate Trust Office by the registered Holder in
person, or by a duly authorized attorney-in-fact.

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

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

         Subsequent to the termination of the Supplemental Interest Trust, each
beneficial owner of a Class M Certificate (other than a Class M-10 Certificate)
or any interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either
(a)(i) it is not a Plan or investing with "Plan Assets", (ii) it has acquired
and is holding such certificate in reliance on the Exemption, and that it
understands that there are certain conditions to the availability of the
Exemption, including that the certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by S&P, Fitch or Moody's,
and the certificate is so rated or (iii) (1) it is an insurance company, (2) the
source of funds used to acquire or hold the certificate or interest therein is
an "insurance company general account," as such term is defined in PTE 95-60,
and (3) the conditions in Sections I and III of PTE 95-60 have been satisfied.

         Neither the Trustee nor the Master Servicer will be required to
monitor, determine or inquire as to compliance with the transfer restrictions
with respect to the Global Certificates. Any attempted or purported transfer of
any Certificate in violation of the provisions of this Section 6.02 shall be
void ab initio and such Certificate shall be considered to have been held
continuously by the prior permitted Certificateholder. Any transferor of any
Certificate in violation of such provisions, shall indemnify and hold harmless
the Trustee and the Master Servicer from and against any and all liabilities,
claims, costs or expenses incurred by the Trustee or the Master Servicer as a
result of such attempted or purported transfer. Neither the Trustee nor the
Master Servicer shall have any liability for transfer of any such Global
Certificates in or through book-entry facilities of any Depository or between or
among Depository Participants or Certificate Owners made in violation of the
transfer restrictions set forth herein. Neither the Trustee nor the Master
Servicer shall be required to monitor, determine or inquire as to compliance
with the transfer restrictions with respect to any ERISA Restricted Certificate
that is a Book-Entry Certificate, and neither the Trustee nor the Master
Servicer shall have any liability for transfers of any such Book-Entry
Certificates made through the book-entry facilities of any Depository or between
or among participants of the Depository or Certificate Owners made in violation
of the transfer restrictions set forth herein. Neither the Trustee nor the
Master Servicer shall be under any liability to any Person for any registration
of transfer of any ERISA Restricted Certificate that is in fact not permitted by
this Section 6.02(h) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under the
provisions of this Agreement. The Trustee shall be entitled, but not obligated,
to recover from any Holder of any ERISA Restricted Certificate that was in fact
a Plan or a Person acting on behalf of a Plan at the time it became a Holder or,
at such subsequent time as it became a Plan or Person acting on behalf of a
Plan, all payments made on such ERISA Restricted Certificate at and after either
such time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Holder of such Certificate that
is not a Plan or Person acting on behalf of a Plan.

         No Transfer of a Class M-10, Class CE, Class P or Residual Certificate
shall be made unless either (i) the transferee of such Certificate provides a
representation, or is deemed to represent in the case of a Global Certificate,
to the Trustee and the Master Servicer acceptable to and in form and substance
satisfactory to the Trustee and the Master Servicer, to the effect that such
transferee is not a Plan, or a Person acting on behalf of a Plan or using the
assets of a Plan, or (ii) in the case of any such Certificate presented for
registration in the name of a Plan, or a trustee of a Plan or any other person
acting on behalf of a Plan, the Trustee shall have received an Opinion of
Counsel for the benefit of the Trustee and the Master Servicer and on which they
may rely, satisfactory to the Trustee, to the effect that the purchase and
holding of such Certificate are permissible under applicable law, will not
result in any prohibited transactions under ERISA or Section 4975 of the Code
and will not subject the Trustee, the Master Servicer or the Depositor to any
obligation in addition to those expressly undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the Master Servicer
or the Depositor, or (iii) in the case of a Class M-10 Certificate, the
transferee provides a representation, or is deemed to represent in the case of
the Global Certificate, or an opinion of counsel to the effect that the proposed
transfer or holding of such Class M-10 Certificate and the servicing, management
and operation of the Trust and its assets: (I) will not result in any prohibited
transaction which is not covered under PTE 84-14, PTE 91-38, PTE 90-1, PTE 95-60
or PTE 96-23 and (II) will not give rise to any obligation on the part of the
Depositor, the Master Servicer or the Trustee in addition to those expressly
undertaken in this Agreement. Neither the Trustee nor the Master Servicer shall
be required to monitor, determine or inquire as to compliance with the transfer
restrictions with respect to any ERISA Restricted Certificate that is a
Book-Entry Certificate, and neither the Trustee nor the Master Servicer shall
have any liability for transfers of any such Book-Entry Certificates made
through the book-entry facilities of any Depository or between or among
participants of the Depository or Certificate Owners made in violation of the
transfer restrictions set forth herein. Neither the Trustee nor the Master
Servicer shall be under any liability to any Person for any registration of
transfer of any ERISA Restricted Certificate that is in fact not permitted by
this Section 6.02(h) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under the
provisions of this Agreement. The Trustee shall be entitled, but not obligated,
to recover from any Holder of any ERISA Restricted Certificate that was in fact
a Plan or a Person acting on behalf of a Plan at the time it became a Holder or,
at such subsequent time as it became a Plan or Person acting on behalf of a
Plan, all payments made on such ERISA Restricted Certificate at and after either
such time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Holder of such Certificate that
is not a Plan or Person acting on behalf of a Plan.

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

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

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

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

                  (iv) Any attempted or purported Transfer of any Ownership
         Interest in a Residual Certificate in violation of the provisions of
         this Section 6.02(i) shall be absolutely null and void and shall vest
         no rights in the purported transferee. If any purported transferee
         shall become a Holder of a Residual Certificate in violation of the
         provisions of this Section 6.02(i), then the last preceding Permitted
         Transferee shall be restored to all rights as Holder thereof
         retroactive to the date of registration of Transfer of such Residual
         Certificate. The Trustee shall be under no liability to any Person for
         any registration of Transfer of a Residual Certificate that is in fact
         not permitted by Section 6.02(h) and this Section 6.02(i) or for making
         any payments due on such Certificate to the Holder thereof or taking
         any other action with respect to such Holder under the provisions of
         this Agreement so long as the Transfer was registered after receipt of
         the related Transfer Affidavit. The Trustee shall be entitled but not
         obligated to recover from any Holder of a Residual Certificate that was
         in fact not a Permitted Transferee at the time it became a Holder or,
         at such subsequent time as it became other than a Permitted Transferee,
         all payments made on such Residual Certificate at and after either such
         time. Any such payments so recovered by the Trustee shall be paid and
         delivered by the Trustee to the last preceding Permitted Transferee of
         such Certificate.

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

         The restrictions on Transfers of a Residual Certificate set forth in
this Section 6.02(i) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel addressed to
the Trustee, which Opinion of Counsel shall not be an expense of the Trustee,
the Sellers or the Master Servicer to the effect that the elimination of such
restrictions will not cause REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or
REMIC VI, as applicable, to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the Trust
Fund, a Certificateholder or another Person. Each Person holding or acquiring
any Ownership Interest in a Residual Certificate hereby consents to any
amendment of this Agreement that, based on an Opinion of Counsel addressed to
the Trustee and furnished to the Trustee, is reasonably necessary (a) to ensure
that the record ownership of, or any beneficial interest in, a Residual
Certificate is not transferred, directly or indirectly, to a Person that is not
a Permitted Transferee and (b) to provide for a means to compel the Transfer of
a Residual Certificate that is held by a Person that is not a Permitted
Transferee to a Holder that is a Permitted Transferee.

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

         Section 6.03      MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

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

         Section 6.04      PERSONS DEEMED OWNERS.

         The Trustee and any agent of the Trustee may treat the person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and neither the Trustee nor any agent of the Trustee
shall be affected by any notice to the contrary.

         Section 6.05      ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.

         If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor or the Master Servicer shall request such information in writing from
the Trustee, then the Trustee shall, within ten Business Days after the receipt
of such request, provide the Depositor, the Master Servicer or such
Certificateholders at such recipients' expense the most recent list of the
Certificateholders of the Trust Fund held by the Trustee, if any. The Depositor
and every Certificateholder, by receiving and holding a Certificate, agree that
the Trustee shall not be held accountable by reason of the disclosure of any
such information as to the list of the Certificateholders hereunder, regardless
of the source from which such information was derived.

         Section 6.06      BOOK-ENTRY CERTIFICATES.

         The Regular Certificates (other than the M-10, Class CE and Class P
Certificates), upon original issuance, shall be issued in the form of one or
more typewritten Certificates representing the Book-Entry Certificates, to be
delivered to the Depository by or on behalf of the Depositor. Such Certificates
shall initially be registered on the Certificate Register in the name of the
Depository or its nominee, and no Certificate Owner of such Certificates will
receive a definitive certificate representing such Certificate Owner's interest
in such Certificates, except as provided in Section 6.08. Unless and until
definitive, fully registered Certificates ("Definitive Certificates") have been
issued to the Certificate Owners of such Certificates pursuant to Section 6.08:

         (a) the provisions of this Section shall be in full force and effect;

         (b) the Depositor and the Trustee may deal with the Depository and the
Depository Participants for all purposes (including the making of distributions)
as the authorized representative of the respective Certificate Owners of such
Certificates;

         (c) registration of the Book-Entry Certificates may not be transferred
by the Trustee except to another Depository;

         (d) the rights of the respective Certificate Owners of such
Certificates shall be exercised only through the Depository and the Depository
Participants and shall be limited to those established by law and agreements
between the Owners of such Certificates and the Depository and/or the Depository
Participants. Pursuant to the Depository Agreement, unless and until Definitive
Certificates are issued pursuant to Section 6.08, the Depository will make
book-entry transfers among the Depository Participants and receive and transmit
distributions of principal and interest on the related Certificates to such
Depository Participants;

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

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

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

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

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

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

         Section 6.07      NOTICES TO DEPOSITORY.

         Whenever any notice or other communication is required to be given to
Certificateholders of a Class with respect to which Book-Entry Certificates have
been issued, unless and until Definitive Certificates shall have been issued to
the related Certificate Owners, the Trustee shall give all such notices and
communications to the Depository.

         Section 6.08      DEFINITIVE CERTIFICATES.

         If, after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depositor or the Depository advises the Trustee that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Depositor is unable to locate a qualified successor or (b)
the Depositor, with the consent of Depository Participants, advises the Trustee
that it elects to terminate the book-entry system with respect to such
Certificates through the Depository, then the Trustee shall notify all
Certificate Owners of such Certificates, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates
to applicable Certificate Owners requesting the same. The Depositor shall
provide the Trustee with an adequate inventory of certificates to facilitate the
issuance and transfer of Definitive Certificates. Upon surrender to the Trustee
of any such Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall countersign
and deliver such Definitive Certificates. Neither the Depositor nor the Trustee
shall be liable for any delay in delivery of such instructions and each may
conclusively rely on, and shall be protected in relying on, such instructions.

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

         Section 6.09      MAINTENANCE OF OFFICE OR AGENCY.

         The Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies at the Corporate Trust Office where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its Corporate Trust Office, as the office for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.

                                  ARTICLE VII

                      THE DEPOSITOR AND THE MASTER SERVICER

         Section 7.01      LIABILITIES OF THE DEPOSITOR AND THE MASTER SERVICER.

         Each of the Depositor, and the Master Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by it herein.

         Section 7.02      MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE
MASTER SERVICER.

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

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

         Section 7.03      INDEMNIFICATION OF THE TRUSTEE AND THE MASTER
SERVICER.

         (a) The Master Servicer agrees to indemnify the Indemnified Persons
including LaSalle Bank National Association as Trustee and in its individual
capacity only to the extent of its performance of its duties hereunder, and to
hold them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, any claim or legal
action (including any pending or threatened claim or legal action) relating to
this Agreement, including any powers of attorney delivered pursuant to this
Agreement, the Custodial Agreement or the Certificates (i) related to the Master
Servicer's failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer's
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Trustee shall have
given the Master Servicer and the Sponsor written notice thereof promptly after
the Trustee shall have with respect to such claim or legal action knowledge
thereof; provided, however that the failure to give such notice shall not
relieve the Master Servicer of its indemnification obligations hereunder. This
indemnity shall survive the resignation or removal of the Trustee or Master
Servicer and the termination of this Agreement.

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

         Section 7.04      LIMITATIONS ON LIABILITY OF THE DEPOSITOR, THE MASTER
SERVICER AND OTHERS.

         Subject to the obligation of the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 7.03:

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

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

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

         (d) Neither the Depositor nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its duties under this Agreement and that in its opinion may
involve it in any expense or liability; provided, however, the Master Servicer
may in its discretion, with the consent of the Trustee (which consent shall not
be unreasonably withheld), undertake any such action which it may deem necessary
or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom (expect any loss, liability or expense incurred by reason of reckless
disregard of obligations and duties hereunder) shall be expenses, costs and
liabilities of the Trust Fund, and the Master Servicer shall be entitled to be
reimbursed therefor out of the Protected Account as provided by Section 4.02.
Nothing in this Subsection 7.04(d) shall affect the Master Servicer's obligation
to service and administer the Mortgage Loans pursuant to Article III.

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

         Section 7.05      MASTER SERVICER NOT TO RESIGN.

         Except as provided in Section 7.07, the Master Servicer shall not
resign from the obligations and duties hereby imposed on it except (i) with the
prior consent of the Trustee (which consents shall not be unreasonably withheld)
or (ii) upon a determination that any such duties hereunder are no longer
permissible under applicable law and such impermissibility cannot be cured. Any
such determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel, addressed to and delivered to, the Trustee.
No such resignation by the Master Servicer shall become effective until the
Trustee or a successor to the Master Servicer reasonably satisfactory to the
Trustee shall have assumed the responsibilities and obligations of the Master
Servicer in accordance with Section 8.02 hereof. The Trustee shall notify the
Rating Agencies of the resignation of the Master Servicer.

         Section 7.06 SUCCESSOR MASTER SERVICER.

         In connection with the appointment of any successor Master Servicer or
the assumption of the duties of the Master Servicer, the Trustee may make such
arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as the Trustee and such successor master servicer
shall agree. If the successor master servicer does not agree that such market
value is a fair price, such successor master servicer shall obtain two
quotations of market value from third parties actively engaged in the servicing
of single family mortgage loans. In no event shall the compensation of any
successor master servicer exceed that permitted the Master Servicer hereunder
without the consent of all of the Certificateholders.

         Section 7.07 SALE AND ASSIGNMENT OF MASTER SERVICING.

         The Master Servicer may sell and assign its rights and delegate its
duties and obligations in its entirety as Master Servicer under this Agreement;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which shall be qualified to
service mortgage loans for Fannie Mae or Freddie Mac; (b) shall have a net worth
of not less than $10,000,000 (unless otherwise approved by each Rating Agency
pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the
Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute
and deliver to the Trustee an agreement, in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by it as master servicer under this Agreement, any
custodial agreement from and after the effective date of such agreement; (ii)
each Rating Agency shall be given prior written notice of the identity of the
proposed successor to the Master Servicer and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation
will not be downgraded, qualified or withdrawn as a result of such assignment,
sale and delegation, as evidenced by a letter to such effect delivered to the
Master Servicer and the Trustee (at the expense of the Master Servicer); and
(iii) the Master Servicer assigning and selling the master servicing shall
deliver to the Trustee an Officer's Certificate and an Opinion of Counsel
addressed to the Trustee, each stating that all conditions precedent to such
action under this Agreement have been completed and such action is permitted by
and complies with the terms of this Agreement. No such assignment or delegation
shall affect any liability of the Master Servicer arising prior to the effective
date thereof.

                                  ARTICLE VIII

                     DEFAULT; TERMINATION OF MASTER SERVICER

         Section 8.01      EVENTS OF DEFAULT.

         "Event of Default," wherever used herein, means any one of the
following events:

                  (i) any failure by the Master Servicer to remit to the Trustee
         any amounts received or collected by the Master Servicer in respect of
         the Mortgage Loans and required to be remitted by it hereunder (other
         than any Advance), which failure shall continue unremedied for one
         Business Day after the date on which written notice of such failure
         shall have been given to the Master Servicer by the Trustee or the
         Depositor, or to the Trustee and the Master Servicer by the Holders of
         Certificates evidencing not less than 25% of the Voting Rights
         evidenced by the Certificates;

                  (ii) any failure by the Master Servicer to observe or perform
         in any material respect any other of the covenants or agreements on the
         part of the Master Servicer contained in this Agreement or any breach
         of a representation or warranty by the Master Servicer, which failure
         or breach shall continue unremedied for a period of 60 days after the
         date on which written notice of such failure shall have been given to
         Master Servicer by the Trustee or the Depositor, or to the Trustee and
         the Master Servicer by the Holders of Certificates evidencing not less
         than 25% of the Voting Rights evidenced by the Certificates;

                  (iii) a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises for the appointment of a
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings, or for
         the winding-up or liquidation of its affairs, shall have been entered
         against the Master Servicer and such decree or order shall have
         remained in force undischarged or unstayed for a period of 60
         consecutive days;

                  (iv) the Master Servicer shall consent to the appointment of a
         receiver or liquidator in any insolvency, readjustment of debt,
         marshalling of assets and liabilities or similar proceedings of or
         relating to the Master Servicer or all or substantially all of the
         property of the Master Servicer;

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

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

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

                  (viii) The Master Servicer fails to deposit, or cause to be
         deposited, in the Distribution Account any Advance (other than a
         Nonrecoverable Advance) by 5:00 p.m. New York City time on the
         Distribution Account Deposit Date.

         If an Event of Default shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the direction of the Holders of Certificates evidencing not less
than 25% of the Voting Rights evidenced by the Certificates, the Trustee shall
in the case of any Event of Default described in clauses (i) through (vii)
above, by notice in writing to the Master Servicer and the Swap Provider (with a
copy to each Rating Agency), terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder. On or
after the receipt by the Master Servicer of such written notice, all authority
and power of the Master Servicer hereunder, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee, or any successor
appointed pursuant to Section 8.02 (a "Successor Master Servicer"). Such
Successor Master Servicer shall thereupon if such Successor Master Servicer is a
successor to the Master Servicer, make any Advance required by Article V,
subject, in the case of the Trustee, to Section 8.02. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the terminated
Master Servicer, as attorney- in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of any Mortgage Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Master Servicer
to pay amounts owed pursuant to Article VII or Article IX. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the applicable Successor Master Servicer of all cash amounts
which shall at the time be credited to the Protected Account maintained pursuant
to Section 4.02, or thereafter be received with respect to the applicable
Mortgage Loans. The Trustee shall promptly notify the Rating Agencies of the
occurrence of an Event of Default known to the Trustee.

         Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a Scheduled Payment on a Mortgage Loan that was due prior to
the notice terminating the Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
the Master Servicer would have been entitled pursuant to Sections 4.02 and to
receive any other amounts payable to the Master Servicer hereunder the
entitlement to which arose prior to the termination of its activities hereunder.

         Notwithstanding the foregoing, if an Event of Default described in
clause (vii) of this Section 8.01 shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have as
a Certificateholder or to reimbursement of Advances and other advances of its
own funds, and the Trustee shall act as provided in Section 8.02 to carry out
the duties of the Master Servicer, including the obligation to make any Advance
the nonpayment of which was an Event of Default described in clause (vii) of
this Section 8.01. Any such action taken by the Trustee must be prior to the
distribution on the relevant Distribution Date.

         Section 8.02      TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

         On and after the time the Master Servicer receives a notice of
termination pursuant to Section 8.01 hereof the Trustee shall automatically
become the successor to the Master Servicer with respect to the transactions set
forth or provided for herein and after a transition period (not to exceed 90
days), shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however that, pursuant to Article V hereof, the Trustee in its
capacity as successor Master Servicer shall be responsible for making any
Advances required to be made by the Master Servicer immediately upon the
termination of the Master Servicer and any such Advance shall be made on the
Distribution Date on which such Advance was required to be made by the
predecessor Master Servicer. Effective on the date of such notice of
termination, as compensation therefor, the Trustee shall be entitled to all
compensation, reimbursement of expenses and indemnification that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it
is prohibited by applicable law from making Advances pursuant to Article V or if
it is otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Any Successor Master Servicer
shall (i) be an institution that is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000,
(ii) be acceptable to the Trustee (which consent shall not be unreasonably
withheld) and (iii) be willing to act as successor servicer of any Mortgage
Loans under this Agreement, and shall have executed and delivered to the
Depositor and the Trustee an agreement accepting such delegation and assignment,
that contains an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Master Servicer (other than
any liabilities of the Master Servicer hereof incurred prior to termination of
the Master Servicer under Section 8.01 or as otherwise set forth herein), with
like effect as if originally named as a party to this Agreement, provided that
each Rating Agency shall have acknowledged in writing that its rating of the
Certificates in effect immediately prior to such assignment and delegation will
not be qualified or reduced as a result of such assignment and delegation. If
the Trustee assumes the duties and responsibilities of the Master Servicer in
accordance with this Section 8.02, the Trustee shall not resign as Master
Servicer until a Successor Master Servicer has been appointed and has accepted
such appointment. Pending appointment of a successor to the Master Servicer
hereunder, the Trustee, unless the Trustee is prohibited by law from so acting,
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans or otherwise as
it and such successor shall agree; provided that no such compensation unless
agreed to by the Certificateholders shall be in excess of that permitted the
Master Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Neither the Trustee nor any other Successor Master Servicer
shall be deemed to be in default hereunder by reason of any failure to make, or
any delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

         The costs and expenses of the Trustee in connection with the
termination of the Master Servicer, appointment of a Successor Master Servicer
and, if applicable, any transfer of servicing, including, without limitation,
all costs and expenses associated with the complete transfer of all servicing
data and the completion, correction or manipulation of such servicing data as
may be required by the Trustee to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Trustee or the Successor Master
Servicer to service the Mortgage Loans properly and effectively, to the extent
not paid by the terminated Master Servicer, shall be payable to the Trustee
pursuant to Section 9.05. Any successor to the Master Servicer as successor
servicer under any Subservicing Agreement shall give notice to the applicable
Mortgagors of such change of servicer and shall, during the term of its service
as successor servicer maintain in force the policy or policies that the Master
Servicer is required to maintain pursuant to Section 3.08.

         Section 8.03      NOTIFICATION TO CERTIFICATEHOLDERS.

         (a) Upon any termination of or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

         (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders and the Swap Provider
notice of each such Event of Default hereunder actually known to a Responsible
Officer of the Trustee, unless such Event of Default shall have been cured or
waived.

         Section 8.04      WAIVER OF DEFAULTS.

         The Trustee shall transmit by mail to all Certificateholders and the
Swap Provider, within 60 days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Trustee, unless such Event of
Default shall have been cured, notice of each such Event of Default hereunder
known to the Trustee. The Holders of Certificates evidencing not less than 51%
of the Voting Rights may, on behalf of all Certificateholders, waive any default
by the Master Servicer in the performance of its obligations hereunder and the
consequences thereof, except a default in the making of or the causing to be
made of any required distribution on the Certificates. Upon any such waiver of a
past default, such default shall be deemed to cease to exist, and any Event of
Default arising therefrom shall be deemed to have been timely remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived. The Trustee shall give notice of any such waiver to the
Rating Agencies.

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

         Section 9.01      DUTIES OF TRUSTEE.

         (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement as duties of the Trustee. If an Event of Default has
occurred and has not been cured or waived, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and the same degree of
care and skill in their exercise, as a prudent person would exercise under the
circumstances in the conduct of such Person's own affairs.

         (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are specifically
required to be furnished to the Trustee pursuant to any provision of this
Agreement, the Trustee shall examine them to determine whether they are in the
form required by this Agreement; provided, however, that the Trustee shall not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Master Servicer; provided, further, that the Trustee shall not be responsible
for the accuracy or verification of any calculation provided to it pursuant to
this Agreement.

         (c) On each Distribution Date, the Trustee shall make monthly
distributions and the final distribution to the Certificateholders from funds in
the Distribution Account as provided in Sections 5.04 and 10.01 herein.

         (d) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing or waiver of all such Events of Default which may have
         occurred, the duties and obligations of the Trustee shall be determined
         solely by the express provisions of this Agreement, the Trustee shall
         not be liable except for the performance of their respective duties and
         obligations as are specifically set forth in this Agreement, no implied
         covenants or obligations shall be read into this Agreement against the
         Trustee and, in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Agreement;

                  (ii) The Trustee shall not be liable in its individual
         capacity for an error of judgment made in good faith by a Responsible
         Officer or Responsible Officers of the Trustee unless it shall be
         proved that the Trustee was negligent in ascertaining the pertinent
         facts;

                  (iii) The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the directions of the Holders of Certificates
         evidencing not less than 25% of the aggregate Voting Rights of the
         Certificates (or such other percentage as specifically set forth
         herein), if such action or non-action relates to the time, method and
         place of conducting any proceeding for any remedy available to the
         Trustee or exercising any trust or other power conferred upon the
         Trustee under this Agreement;

                  (iv) The Trustee shall not be required to take notice or be
         deemed to have notice or knowledge of any default or Event of Default
         unless a Responsible Officer of the Trustee shall have actual knowledge
         thereof. In the absence of such knowledge, the Trustee may conclusively
         assume there is no such default or Event of Default;

                  (v) The Trustee shall not in any way be liable by reason of
         any insufficiency in any Account held by or in the name of Trustee
         unless it is determined by a court of competent jurisdiction in a
         non-appealable judgment that the Trustee's negligence or willful
         misconduct was the primary cause of such insufficiency (except to the
         extent that the Trustee is obligor and has defaulted thereon);

                  (vi) Anything in this Agreement to the contrary
         notwithstanding, in no event shall the Trustee be liable for special,
         indirect or consequential loss or damage of any kind whatsoever
         (including but not limited to lost profits), even if the Trustee has
         been advised of the likelihood of such loss or damage and regardless of
         the form of action; and

                  (vii) None of the Master Servicer, the Seller, the Depositor
         or the Trustee shall be responsible for the acts or omissions of the
         other, it being understood that this Agreement shall not be construed
         to render them partners, joint venturers or agents of one another.

The Trustee shall not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if there is reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer.

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

         Section 9.02      CERTAIN MATTERS AFFECTING THE TRUSTEE.

         (a) Except as otherwise provided in Section 9.01:

                  (i) The Trustee may rely and shall be protected in acting or
         refraining from acting in reliance on any resolution or certificate of
         the Seller or the Master Servicer, any certificates of auditors or any
         other certificate, statement, instrument, opinion, report, notice,
         request, consent, order, appraisal, bond or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (ii) The Trustee may consult with counsel and any advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection with respect to any action taken or
         suffered or omitted by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel;

                  (iii) The Trustee shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement,
         other than its obligation to give notices pursuant to this Agreement,
         or to institute, conduct or defend any litigation hereunder or in
         relation hereto at the request, order or direction of any of the
         Certificateholders pursuant to the provisions of this Agreement, unless
         such Certificateholders shall have offered to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby. Nothing contained herein shall,
         however, relieve the Trustee of the obligation, upon the occurrence of
         an Event of Default of which a Responsible Officer of the Trustee has
         actual knowledge (which has not been cured or waived), to exercise such
         of the rights and powers vested in it by this Agreement, and to use the
         same degree of care and skill in their exercise, as a prudent person
         would exercise under the circumstances in the conduct of his own
         affairs;

                  (iv) The Trustee shall not be liable in its individual
         capacity for any action taken, suffered or omitted by it in good faith
         and believed by it to be authorized or within the discretion or rights
         or powers conferred upon it by this Agreement;

                  (v) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document, unless requested in
         writing to do so by Holders of Certificates evidencing not less than
         25% of the aggregate Voting Rights of the Certificates and provided
         that the payment within a reasonable time to the Trustee of the costs,
         expenses or liabilities likely to be incurred by it in the making of
         such investigation is, in the opinion of the Trustee reasonably assured
         to the Trustee by the security afforded to it by the terms of this
         Agreement. The Trustee may require reasonable indemnity against such
         expense or liability as a condition to taking any such action. The
         reasonable expense of every such examination shall be paid by the
         Certificateholders requesting the investigation;

                  (vi) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or through
         Affiliates, agents or attorneys; provided, however, that the Trustee
         may not appoint any paying agent to perform any paying agent functions
         under this Agreement without the express written consent of the Master
         Servicer, which consents will not be unreasonably withheld. The Trustee
         shall not be liable or responsible for the misconduct or negligence of
         any of the Trustee's agents or attorneys or paying agent appointed
         hereunder by the Trustee with due care and, when required, with the
         consent of the Master Servicer;

                  (vii) Should the Trustee deem the nature of any action
         required on its part to be unclear, the Trustee may require prior to
         such action that it be provided by the Depositor with reasonable
         further instructions; the right of the Trustee to perform any
         discretionary act enumerated in this Agreement shall not be construed
         as a duty, and the Trustee shall not be accountable for other than its
         negligence or willful misconduct in the performance of any such act;

                  (viii) The Trustee shall not be required to give any bond or
         surety with respect to the execution of the trust created hereby or the
         powers granted hereunder, except as provided in Subsection 9.07; and

                  (ix) The Trustee shall not have any duty to conduct any
         affirmative investigation as to the occurrence of any condition
         requiring the repurchase of any Mortgage Loan by any Person pursuant to
         this Agreement, or the eligibility of any Mortgage Loan for purposes of
         this Agreement.

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

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

         Section 9.03      TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
LOANS.

         The recitals contained herein and in the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) shall be
taken as the statements of the Depositor, and the Trustee shall not have any
responsibility for their correctness. The Trustee makes no representation as to
the validity or sufficiency of the Certificates (other than the signature and
countersignature of the Trustee on the Certificates) or of any Mortgage Loan
except as expressly provided in Sections 2.02 and 2.06 hereof; provided,
however, that the foregoing shall not relieve the Trustee, or the Custodian on
its behalf, of the obligation to review the Mortgage Files pursuant to Section
2.02 of this Agreement. The Trustee's signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its
capacity as Trustee and shall not constitute the Certificates an obligation of
the Trustee in any other capacity. The Trustee shall not be accountable for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor with respect to the Mortgage Loans. Subject to Section 2.06,
the Trustee shall not be responsible for the legality or validity of this
Agreement or any document or instrument relating to this Agreement, the validity
of the execution of this Agreement or of any supplement hereto or instrument of
further assurance, or the validity, priority, perfection or sufficiency of the
security for the Certificates issued hereunder or intended to be issued
hereunder. The Trustee shall not at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Mortgage or any Mortgage Loan, or the perfection and priority of any
Mortgage or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Trust Fund or its ability to generate the
payments to be distributed to Certificateholders, under this Agreement. The
Trustee shall not be responsible for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
record this Agreement.

         Section 9.04      TRUSTEE MAY OWN CERTIFICATES.

         The Trustee in its individual capacity or in any capacity other than as
Trustee hereunder may become the owner or pledgee of any Certificates with the
same rights it would have if it were not the Trustee and may otherwise deal with
the parties hereto.

         Section 9.05      TRUSTEE'S FEES AND EXPENSES.
         The Trustee will be entitled to recover from the Distribution Account
pursuant to Section 4.05, the Trustee Fee, all reasonable out of pocket
expenses, disbursements and advances and the expenses of the Trustee in
connection with any Event of Default (or anything related thereto, including any
determination that an Event of Default does or does not exist), any breach of
this Agreement or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee in the administration of
the trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance
as may arise from its negligence or intentional misconduct or which is the
responsibility of the Certificateholders hereunder. If funds in the Distribution
Account are insufficient therefor, the Trustee shall recover such expenses,
disbursements or advances from the Depositor and the Depositor hereby agrees to
pay such expenses, disbursements or advances. Such compensation and
reimbursement obligation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust.

         Section 9.06      ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

         The Trustee and any successor Trustee shall during the entire duration
of this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at least
$50,000,000, subject to supervision or examination by federal or state authority
and rated "BBB" or higher by Fitch with respect to their long-term rating and
rated "BBB" or higher by S&P and "Baa2" or higher by Moody's with respect to any
outstanding long-term unsecured unsubordinated debt, and, in the case of a
successor Trustee other than pursuant to Section 9.10, rated in one of the two
highest long-term debt categories by each Rating Agency (at least "AA-" in the
case of S&P) or otherwise acceptable to, each of the Rating Agencies and have a
short-term debt rating of at least "A-1" from S&P, or otherwise acceptable to,
S&P. The Trustee shall not be an Affiliate of the Master Servicer. If the
Trustee publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section 9.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (combined capital and
surplus) as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 9.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.08.

         Section 9.07      INSURANCE.

         The Trustee, at its own expense, shall at all times maintain and keep
in full force and effect: (i) fidelity insurance, (ii) theft of documents
insurance and (iii) forgery insurance (which may be collectively satisfied by a
"Financial Institution Bond" and/or a "Bankers' Blanket Bond"); provided, that
such insurance may be provided through self-insurance so long as the Trustee is
rated "A" or better by S&P and "A1" or better by Moody's. All such insurance
shall be in amounts, with standard coverage and subject to deductibles, as are
customary for insurance typically maintained by banks or their affiliates which
act as custodians for investor-owned mortgage pools. A certificate of an officer
of the Trustee as to the Trustee's compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.

         Section 9.08      RESIGNATION AND REMOVAL OF TRUSTEE.

         The Trustee may at any time resign and be discharged from the Trust
hereby created by giving written notice thereof to the Depositor, the Seller and
the Master Servicer, with a copy to the Rating Agencies and the Swap Provider.
Upon receiving such notice of resignation, the Depositor shall promptly appoint
a successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning Trustee and the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

         If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.06 hereof and shall fail to resign after
written request thereto by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or
(iii)(A) a tax is imposed with respect to the Trust Fund by any state in which
the Trustee or the Trust Fund is located, (B) the imposition of such tax would
be avoided by the appointment of a different trustee and (C) the Trustee fails
to indemnify the Trust Fund against such tax, then the Depositor or the Master
Servicer may remove the Trustee and appoint a successor trustee by written
instrument, in multiple copies, a copy of which instrument shall be delivered to
the Trustee, the Master Servicer and the successor trustee.

         The Holders evidencing at least 51% of the Voting Rights of each Class
of Certificates may at any time remove the Trustee and appoint a successor
trustee by written instrument or instruments, in multiple copies, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered by the successor trustee to the Master Servicer,
the Trustee so removed and the successor trustee so appointed. Notice of any
removal of the Trustee shall be given to each Rating Agency by the Trustee or
successor trustee.

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

         Section 9.09      SUCCESSOR TRUSTEE.

         Any successor trustee appointed as provided in Section 9.08 hereof
shall execute, acknowledge and deliver to the Depositor, to its predecessor
trustee, the Master Servicer an instrument accepting such appointment hereunder
and thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein.

         No successor trustee shall accept appointment as provided in this
Section 9.09 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 9.07 hereof and its appointment
shall not adversely affect the then current rating of the Certificates.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 9.09, the successor trustee shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates. If the successor trustee
fails to mail such notice within ten days after acceptance of appointment, the
Depositor shall cause such notice to be mailed at the expense of the Trust Fund.

         Section 9.10      MERGER OR CONSOLIDATION OF TRUSTEE.

         Any corporation, state bank or national banking association into which
the Trustee may be merged or converted or with which it may be consolidated or
any corporation, state bank or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation, state bank or national banking association succeeding to
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 9.06 hereof without the execution or
filing of any paper or further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

         Section 9.11      APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Master Servicer and the Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 9.11, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within 15 days after the
receipt by it of a request to do so, or in the case an Event of Default shall
have occurred and be continuing, the Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 9.06 and
no notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 9.09.

         Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i) All rights, powers, duties and obligations conferred or
         imposed upon the Trustee, except for the obligation of the Trustee
         under this Agreement to advance funds on behalf of the Master Servicer,
         shall be conferred or imposed upon and exercised or performed by the
         Trustee and such separate trustee or co-trustee jointly (it being
         understood that such separate trustee or co-trustee is not authorized
         to act separately without the Trustee joining in such act), except to
         the extent that under any law of any jurisdiction in which any
         particular act or acts are to be performed (whether a Trustee hereunder
         or as a Successor Master Servicer hereunder), the Trustee shall be
         incompetent or unqualified to perform such act or acts, in which event
         such rights, powers, duties and obligations (including the holding of
         title to the Trust Fund or any portion thereof in any such
         jurisdiction) shall be exercised and performed singly by such separate
         trustee or co-trustee, but solely at the direction of the Trustee;

                  (ii) No trustee hereunder shall be held personally liable by
         reason of any act or omission of any other trustee hereunder; and

                  (iii) The Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee.

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Master Servicer and the Depositor.

         Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co- trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

         Section 9.12      TAX MATTERS.

         It is intended that the Trust Fund shall constitute, and that the
affairs of the Trust Fund shall be conducted so that each REMIC formed hereunder
qualifies as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of the Trust Fund. The Trustee, as
agent on behalf of the Trust Fund, shall do or refrain from doing, as
applicable, the following: (a) the Trustee shall prepare and file, or cause to
be prepared and filed, in a timely manner, U.S. Real Estate Mortgage Investment
Conduit Income Tax Returns (Form 1066 or any successor form adopted by the
Internal Revenue Service) and prepare and file or cause to be prepared and filed
with the Internal Revenue Service and applicable state or local tax authorities
income tax or information returns for each taxable year with respect to each
such REMIC containing such information and at the times and in the manner as may
be required by the Code or state or local tax laws, regulations, or rules, and
furnish or cause to be furnished to Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby; (b)
the Trustee shall apply for an employer identification number with the Internal
Revenue Service via a Form SS-4 or other comparable method for each REMIC that
is or becomes a taxable entity, and within thirty days of the Closing Date,
furnish or cause to be furnished to the Internal Revenue Service, on Forms 8811
or as otherwise may be required by the Code, the name, title, address, and
telephone number of the Person that the Holders of the Certificates may contact
for tax information relating thereto, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code for the Trust Fund; (c) the Trustee
shall make or cause to be made elections, on behalf of each REMIC formed
hereunder to be treated as a REMIC on the federal tax return of such REMIC for
its first taxable year (and, if necessary, under applicable state law); (d) the
Trustee shall prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) the Trustee shall provide information necessary for the
computation of tax imposed on the Transfer of a Residual Certificate to a Person
that is not a Permitted Transferee, or an agent (including a broker, nominee or
other middleman) of a Person that is not a Permitted Transferee, or a
pass-through entity in which a Person that is not a Permitted Transferee is the
record Holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) the
Trustee shall, to the extent under its control, conduct the affairs of the Trust
Fund at all times that any Certificates are outstanding so as to maintain the
status of each REMIC formed hereunder as a REMIC under the REMIC Provisions; (g)
the Trustee shall not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of any REMIC
formed hereunder; (h) the Trustee shall pay, from the sources specified in the
penultimate paragraph of this Section 9.12, the amount of any federal, state and
local taxes, including prohibited transaction taxes as described below, imposed
on any REMIC formed hereunder prior to the termination of the Trust Fund when
and as the same shall be due and payable (but such obligation shall not prevent
the Trustee or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) the Trustee shall maintain records relating to each REMIC
formed hereunder including but not limited to the income, expenses, assets and
liabilities of each such REMIC and adjusted basis of the Trust Fund property
determined at such intervals as may be required by the Code, as may be necessary
to prepare the foregoing returns, schedules, statements or information; (j) the
Trustee shall, for federal income tax purposes, maintain books and records with
respect to the REMICs on a calendar year and on an accrual basis; (k) the
Trustee shall not enter into any arrangement not otherwise provided for in this
Agreement by which the REMICs will receive a fee or other compensation for
services nor permit the REMICs to receive any income from assets other than
"qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code; and (l) as and when
necessary and appropriate, the Trustee, at the expense of the Trust Fund, shall
represent the Trust Fund in any administrative or judicial proceedings relating
to an examination or audit by any governmental taxing authority, request an
administrative adjustment as to any taxable year of any REMIC formed hereunder,
enter into settlement agreements with any governmental taxing agency, extend any
statute of limitations relating to any tax item of the Trust Fund, and otherwise
act on behalf of each REMIC formed hereunder in relation to any tax matter
involving any such REMIC.

         In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within 10 days after the Closing Date all information or data that the Trustee
requests in writing and determines to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor, any such additional
information or data that the Trustee may, from time to time, request in order to
enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause to
be provided, accurate information or data to the Trustee on a timely basis.

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

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

                                    ARTICLE X

                                   TERMINATION

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

         Subject to Section 10.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Seller and the Trustee created hereby with
respect to the Trust Fund shall terminate upon the earlier of (a) the exercise
of the Majority Class CE Certificateholder (or its designee) or the Master
Servicer, as applicable, of its right to repurchase all of the Mortgage Loans
(and REO Properties) remaining in the Trust Fund at a price (the "Mortgage Loan
Purchase Price") equal to the sum of (i) 100% of the Stated Principal Balance of
each Mortgage Loan (other than in respect of REO Property), (ii) accrued
interest thereon at the applicable Mortgage Rate to, but not including, the
first day of the month of such purchase, (iii) the appraised value of any REO
Property in the Trust Fund (up to the Stated Principal Balance of the related
Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed
upon by the Master Servicer and the Trustee, (iv) unreimbursed out-of pocket
costs of the Master Servicer, including unreimbursed servicing advances and the
principal portion of any unreimbursed Advances, made on the Mortgage Loans prior
to the exercise of such repurchase right, (v) any unreimbursed costs and
expenses of the Trustee payable pursuant to Section 9.05, (vi) any Swap
Termination Payment (which shall include any Net Swap Payment payable to the
Trust Fund) payable to the Swap Provider which remains unpaid or which is due to
the exercise of such option (the "Swap Optional Termination Payment") and (b)
the later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement, as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof and (ii) the Latest
Possible Maturity Date.

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

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

         Section 10.02     FINAL DISTRIBUTION ON THE CERTIFICATES.

         If on any Determination Date, (i) the Master Servicer determines that
there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Protected Account, the Master Servicer
shall direct the Trustee to send a final distribution notice promptly to each
Certificateholder or (ii) the Trustee determines that a Class of Certificates
shall be retired after a final distribution on such Class, the Trustee shall
notify the Certificateholders within five (5) Business Days after such
Determination Date that the final distribution in retirement of such Class of
Certificates is scheduled to be made on the immediately following Distribution
Date. Any final distribution made pursuant to the immediately preceding sentence
will be made only upon presentation and surrender of the related Certificates at
the Corporate Trust Office of the Trustee. If the Majority Class CE
Certificateholder or the Master Servicer, as applicable, elects to terminate the
Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice
is to be mailed to the Certificateholders, the Majority Class CE
Certificateholder or the Master Servicer, as applicable, shall notify the
Depositor and the Trustee of the date the Majority Class CE Certificateholder or
the Master Servicer, as applicable, intends to terminate the Trust Fund. The
Master Servicer shall remit the Mortgage Loan Purchase Price to the Trustee on
the Business Day prior to the Distribution Date for such Optional Termination by
the Majority Class CE Certificateholder or the Master Servicer, as applicable.

         Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not later than two
Business Days after the Determination Date in the month of such final
distribution. Any such notice shall specify (a) the Distribution Date upon which
final distribution on the Certificates will be made upon presentation and
surrender of Certificates at the office therein designated, (b) the amount of
such final distribution, (c) the location of the office or agency at which such
presentation and surrender must be made and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office therein
specified. The Trustee will give such notice to each Rating Agency at the time
such notice is given to Certificateholders.

         In the event such notice is given, the Master Servicer shall cause all
funds in the Protected Account to be remitted to the Trustee for deposit in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the
Certificates. Upon such final deposit with respect to the Trust Fund and the
receipt by the Trustee of a Request for Release therefor, the Trustee or the
Custodian shall promptly release to the Sponsor as applicable the Mortgage Files
for the Mortgage Loans and the Trustee shall execute and deliver any documents
prepared and delivered to it which are necessary to transfer any REO Property.

         Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each Class the amounts
allocable to such Certificates held in the Distribution Account in the order and
priority set forth in Section 5.04 hereof on the final Distribution Date and in
proportion to their respective Percentage Interests.

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

         Section 10.03     ADDITIONAL TERMINATION REQUIREMENTS.

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

                           (1) The Majority Class CE Certificateholder or the
                  Master Servicer, as applicable, shall establish a 90-day
                  liquidation period and notify the Trustee thereof, and the
                  Trustee shall in turn specify the first day of such period in
                  a statement attached to the tax return for each of REMIC I,
                  REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI pursuant
                  to Treasury Regulation Section 1.860F-1. The Majority Class CE
                  Certificateholder or the Master Servicer, as applicable, shall
                  satisfy all the requirements of a qualified liquidation under
                  Section 860F of the Code and any regulations thereunder, as
                  evidenced by an Opinion of Counsel obtained at the expense of
                  the Majority Class CE Certificateholder or the Master
                  Servicer, as applicable;

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

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

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

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

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         Section 11.01     AMENDMENT.

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

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

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

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel addressed to the Trustee, which opinion shall be
an expense of the party requesting such amendment but in any case shall not be
an expense of the Trustee, to the effect that such amendment will not (other
than an amendment pursuant to clause (ii) of, and in accordance with, the
preceding paragraph) cause the imposition of any tax on any of REMIC I, REMIC
II, REMIC III, REMIC IV, REMIC V or REMIC VI or the Certificateholders or cause
any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to cease to
qualify as a REMIC at any time that any Certificates are outstanding. Further,
nothing in this Agreement shall require the Trustee to enter into an amendment
without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement (including any consent of the
applicable Certificateholders) have been complied with.

         Notwithstanding any of the other provisions of this Section 11.01, none
of the Depositor, the Master Servicer or the Trustee shall enter into any
amendment to Section 3.21 or Section 5.04(a)(3)(F) of this Agreement without the
prior written consent of the Swap Provider, which consent shall not be
unreasonably withheld, and shall not enter into an amendment that has a
materially adverse effect on the Swap Provider without the Swap Provider's
consent, which consent shall not be unreasonably withheld.

         Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder, the
Swap Provider, the Yield Maintenance Agreement Provider and each Rating Agency.

         It shall not be necessary for the consent of Certificateholders under
this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

         Section 11.02     RECORDATION OF AGREEMENT; COUNTERPARTS.

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording
office or elsewhere. The Master Servicer shall effect such recordation at the
Trust's expense upon the request in writing of a Certificateholder, but only if
such direction is accompanied by an Opinion of Counsel (provided at the expense
of the Certificateholder requesting recordation) to the effect that such
recordation would materially and beneficially affect the interests of the
Certificateholders or is required by law.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         Section 11.03     GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

         Section 11.04     INTENTION OF PARTIES.

         It is the express intent of the parties hereto that the conveyance of
the Mortgage Notes, Mortgages, assignments of Mortgages, title insurance
policies and any modifications, extensions and/or assumption agreements and
private mortgage insurance policies relating to the Mortgage Loans by the
Sellers to the Depositor, and by the Depositor to the Trustee be, and be
construed as, an absolute sale thereof to the Depositor or the Trustee, as
applicable. It is, further, not the intention of the parties that such
conveyance be deemed a pledge thereof by the Seller to the Depositor, or by the
Depositor to the Trustee. However, in the event that, notwithstanding the intent
of the parties, such assets are held to be the property of the Sellers or the
Depositor, as applicable, or if for any other reason the Mortgage Loan Purchase
Agreement or this Agreement is held or deemed to create a security interest in
such assets, then (i) the Mortgage Loan Purchase Agreement and this Agreement
shall each be deemed to be a security agreement within the meaning of the
Uniform Commercial Code of the State of New York and (ii) the conveyance
provided for in the Mortgage Loan Purchase Agreement from the Sellers to the
Depositor, and the conveyance provided for in this Agreement from the Depositor
to the Trustee, shall be deemed to be an assignment and a grant by the Sellers
or the Depositor, as applicable, for the benefit of the Certificateholders of a
security interest in all of the assets that constitute the Trust Fund, whether
now owned or hereafter acquired.

         The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
assets of the Trust Fund, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement.

         Section 11.05     NOTICES.

         (a) The Trustee shall use its best efforts to promptly provide notice
to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

                  (i) Any material change or amendment to this Agreement;

                  (ii) The occurrence of any Event of Default that has not been
         cured;

                  (iii) The resignation or termination of the Master Servicer or
         the Trustee and the appointment of any successor;

                  (iv) The repurchase or substitution of Mortgage Loans pursuant
         to Sections 2.02, 2.03, 3.19 and 10.01; and

                  (v) The final payment to Certificateholders.

         (b) All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered at or mailed by
registered mail, return receipt requested, postage prepaid, or by recognized
overnight courier, or by facsimile transmission to a number provided by the
appropriate party if receipt of such transmission is confirmed to (i) in the
case of the Depositor, Bear Stearns Asset Backed Securities I LLC, 383 Madison
Avenue, New York, New York 10179, Attention: Chief Counsel, and with respect to
Regulation AB notifications to the Depositor at regabnotifications@bear.com;
(ii) in the case of the Sponsor or the Master Servicer, EMC Mortgage
Corporation, 909 Hidden Ridge Drive, Irving, Texas 75038, Attention: Ralene
Ruyle or such other address as may be hereafter furnished to the other parties
hereto by the Master Servicer in writing; (iii) in the case of the Trustee, at
each Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the other parties hereto, (iv) in the case of the Swap Provider and
the Yield Maintenance Agreement Provider, 9 West 57th Street, 35th Floor, New
York, NY 10019 and (v) in the case of the Rating Agencies, (x) Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention: Home
Equity Monitoring and (y) Standard & Poor's, 55 Water Street, 41st Floor, New
York, New York 10041, the Master Servicer or the Trustee under this Agreement
shall be effective only upon receipt. Any notice required or permitted to be
mailed to a Certificateholder, unless otherwise provided herein, shall be given
by first-class mail, postage prepaid, at the address of such Certificateholder
as shown in the Certificate Register; any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Certificateholder receives such notice.

         Section 11.06     SEVERABILITY OF PROVISIONS.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

         Section 11.07     ASSIGNMENT.

         Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 7.02, this Agreement may not be assigned by the
Master Servicer, the Sponsor (on its own behalf as a Seller and on behalf of
Master Funding) or the Depositor.

         Section 11.08     LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

         The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

         No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party by reason of any action taken by the parties to this Agreement pursuant to
any provision hereof.

         No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as hereinbefore provided,
the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 11.08, each and every Certificateholder or the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

         Section 11.09     INSPECTION AND AUDIT RIGHTS.

         The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor or the Trustee during the Master
Servicer's normal business hours, to examine all the books of account, records,
reports and other papers of the Master Servicer relating to the Mortgage Loans,
to make copies and extracts therefrom, to cause such books to be audited by
independent certified public accountants selected by the Depositor and the
Trustee and to discuss its affairs, finances and accounts relating to such
Mortgage Loans with its officers, employees and independent public accountants
(and by this provision the Master Servicer hereby authorizes such accountants to
discuss with such representative such affairs, finances and accounts), all at
such reasonable times and as often as may be reasonably requested. Any
out-of-pocket expense incident to the exercise by the Depositor or the Trustee
of any right under this Section 11.09 shall be borne by the party requesting
such inspection, subject to such party's right to reimbursement hereunder (in
the case of the Trustee, pursuant to Section 9.05 hereof.

         Section 11.10     CERTIFICATES NONASSESSABLE AND FULLY PAID.

         It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in
the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

         Section 11.11     THIRD PARTY RIGHTS.

         The Swap Provider and the Derivative Administrator shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.

                                      * * *

         IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Sponsor and
the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                        BEAR STEARNS ASSET BACKED
                                        SECURITIES I LLC,
                                        as Depositor

                                        By: /s/ Mary P. Haggerty
                                            ------------------------
                                        Name:    Mary P. Haggerty
                                        Title:   Vice President

                                        EMC MORTGAGE CORPORATION,
                                        as Sponsor and as Master Servicer

                                        By: /s/ Sue Stepanek
                                            ------------------------
                                        Name:   Sue Stepanek
                                        Title:  Executive Vice President

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                        By:  /s/ Susan L. Feld
                                            ------------------------
                                        Name:   Susan L. Feld
                                        Title:  Assistant Vice President

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

         On this 28th day of February, 2006, before me, a notary public in and
for said State, appeared Mary Haggerty, personally known to me on the basis of
satisfactory evidence to be an authorized representative of Bear Stearns Asset
Backed Securities I LLC, one of the companies that executed the within
instrument, and also known to me to be the person who executed it on behalf of
such limited liability company and acknowledged to me that such limited
liability company executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                  /s/  Michelle Sterling
                                                  ------------------------------
                                                  Notary Public
[Notarial Seal]

STATE OF TEXAS    )
                  ) ss.:
COUNTY OF DALLAS  )

         On this 28th day of February, 2006, before me, a notary public in and
for said State, appeared Sue Stepanek, personally known to me on the basis of
satisfactory evidence to be an authorized representative of EMC Mortgage
Corporation, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of such corporation
and acknowledged to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                  /s/ Mickie S. Gilmore
                                                  ------------------------------
                                                  Notary Public
[Notarial Seal]

STATE OF ILLINOIS )
                  ) ss.:
COUNTY OF COOK    )

         On this 28th day of February, 2006, before me, a notary public in and
for said State, appeared Susan L. Feld, personally known to me on the basis of
satisfactory evidence to be an authorized representative of LaSalle Bank
National Association that executed the within instrument, and also known to me
to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                  /s/ A. C. Hellyer
                                                  ------------------------------
                                                  Notary Public
[Notarial Seal]

 



EXHIBIT A-1

Form of Class A Certificates

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A REGULAR INTEREST IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE CODE).

THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(h) OF THE POOLING AND SERVICING AGREEMENT.

 



 

Certificate No. 1

Adjustable Rate

 

 

Class A-[1][2][3][4] Senior

 

 

 

Date of Pooling and Servicing Agreement

and Cut-off Date: February 1, 2006

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

$[__________]

 

 

First Distribution Date:

March 27, 2006

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

$[__________]

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

[__________, __]

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-EC2

evidencing a fractional undivided interest in the distributions allocable to the Class A-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end, first lien, one- to four-family fixed and adjustable interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the Trust Fund) generally consisting of conventional, closed-end first lien, fixed and adjustable rate mortgage loans secured by one- to four- family residences

 



(collectively, the Mortgage Loans) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (EMC) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (in that capacity, the Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the Agreement), among BSABS I, as depositor (the Depositor), EMC Mortgage Corporation as sponsor (the Sponsor) and as Master Servicer and LaSalle Bank National Association, as trustee (the Trustee), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the First Distribution Date, the Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a Distribution Date), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 6.02(h) of the Pooling and Servicing Agreement.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.

This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the Certificates). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

 



 

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund and the Policy for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.

The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other

 



assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).

Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

 



 

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class A-[1][2][3][4] Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Authorized Signatory

 

 



 

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

 

 

.

 

 

 

 

Dated:

 

 

Signature by or on behalf of assignor

 

 

 

 

 

Signature Guaranteed

 

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available

funds to

 

 

for the account of

 

account number

 

or, if mailed by check, to

 

Applicable statements should be mailed to

 

 

 

This information is provided by

 

assignee named above, or

 

its agent.

 

 

 



 

EXHIBIT A-2

Form of Class M Certificates

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND] [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4 CERTIFICATES] [,] [AND] [CLASS M-5 CERTIFICATES] [,] [AND] [CLASS M-6 CERTIFICATES] [,] [AND] [CLASS M-7 CERTIFICATES] [,] [AND] [CLASS M-8] [AND] [CLASS M-9 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A REGULAR INTEREST IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE CODE).

THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

[For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(h) OF THE POOLING AND SERVICING AGREEMENT.

[For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 



 

[For Class M-10] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.]

 

[For Class M-10] [THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS AN OPINION SPECIFIED IN SECTION 6.02 OF THE AGREEMENT IS PROVIDED.

 



 

 

Certificate No.1

Adjustable Rate

 

 

Class M-[1][2][3][4][5][6][7][8][9][10] Subordinate

 

 

 

Date of Pooling and Servicing Agreement

and Cut-off Date: February 1, 2006

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

$[__________]

 

 

First Distribution Date:

March 27, 2006

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

$[__________]

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

February 25, 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-EC2

evidencing a fractional undivided interest in the distributions allocable to the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end one- to four-family first lien, one- to four-family fixed and adjustable interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

 



 

This certifies that ____________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the Trust Fund) generally consisting of conventional, closed-end first lien, fixed and adjustable rate mortgage loans secured by one- to four- family residences (collectively, the Mortgage Loans) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (EMC) and Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (in that capacity, the Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the Agreement), among BSABS I, as depositor (the Depositor), EMC Mortgage Corporation as sponsor (the Sponsor) and as Master Servicer and LaSalle Bank National Association as trustee (the Trustee), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

[For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the First Distribution Date, the Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a Distribution Date), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date), an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

[For Class M-10] [Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the First Distribution Date, the Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a per annum rate equal to the Pass-Through Rate set forth above. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a Distribution Date), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such Distribution date so long as this Certificate remains in non book-entry form (and otherwise, the close of business on the Business Day immediately preceding such Distribution Date) an amount equal to the product of the Percentage Interest evidenced by this Certificate and the

 



amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.]

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto

[For Class M-10] [No transfer of this Class M-10 Certificate will be made unless such transfer is (i) exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws and (ii) made in accordance with Section 6.02 of the Agreement. In the event that such transfer is to be made the Trustee shall register such transfer if, (i) made to a transferee who has provided the Trustee with evidence as to its QIB status; or (ii) (A) the transferor has advised the Trustee in writing that the Certificate is being transferred to an Institutional Accredited Investor and (B) prior to such transfer the transferee furnishes to the Trustee an Investment Letter; provided that if based upon an Opinion of Counsel to the effect that (A) and (B) above are not sufficient to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws, the Trustee shall as a condition of the registration of any such transfer require the transferor to furnish such other certifications, legal opinions or other information prior to registering the transfer of this Certificate as shall be set forth in such Opinion of Counsel.]

This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the Certificates). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the

 



Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.

[For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9] Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 6.02(h) of the Pooling and Servicing Agreement.

[For Class M-10] [This Certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, unless the transferee certifies or represents that the proposed transfer and holding of a Certificate and the servicing, management and operation of the trust and its assets: (i) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or PTE 96-23 and (ii) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer or the Trustee, which will be deemed represented by an owner of a Book-Entry Certificate or a Global Certificate or unless an opinion specified in section 6.02 of the Agreement is provided. This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the Certificates). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.]

Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 6.02(h) of the Pooling and Servicing Agreement.

The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the

 



Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).

Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

 



 

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Authorized Signatory

 

 



 

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

Dated:

 

 

Signature by or on behalf of assignor

 

 

 

 

 

Signature Guaranteed

 

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available

funds to

 

 

for the account of

 

account number

 

or, if mailed by check, to

 

Applicable statements should be mailed to

 

 

 

This information is provided by

 

assignee named above, or

 

its agent.

 

 

 



 

EXHIBIT A-3

Form of Class P Certificate

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A REGULAR INTEREST IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE CODE).

THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.

 



 

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

 



 

Certificate No.1

Percentage Interest: 100%

 

 

Class P

 

 

 

Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2006

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

$100.00

 

 

First Distribution Date:

March 27, 2006

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

$100.00

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

February 25, 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-EC2

evidencing a fractional undivided interest in the distributions allocable to the Class P Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end one- to four-family first lien, fixed and adjustable interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that ___________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the Trust Fund) generally consisting primarily of a pool of fixed and adjustable interest rate, conventional, closed-end mortgage loans that are

 



secured by first liens on one- to four-family residences (collectively, the Mortgage Loans) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (EMC) and Master Funding LLC (“Master Funding LLC”, and together with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the Mortgage Loans (in that capacity, the Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the Agreement), among BSABS I, as depositor (the Depositor), EMC Mortgage Corporation as sponsor (the Sponsor) and as Master Servicer and LaSalle Bank National Association, as trustee (the Trustee), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a Distribution Date), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice.

No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to

 



effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Sellers and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Class P Certificate will be made unless the Trustee shall have received either (i) the opinion of counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation letter under Section 6.02 of the Agreement, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.

This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the Certificates). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing,

 



and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.

The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).

Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

 



 

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly

executed.

Dated: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class P Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Authorized Signatory

 

 



 

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

 

 

 

 

 

.

 

Dated:

 

 

Signature by or on behalf of assignor

 

 

 

 

 

Signature Guaranteed

 

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available

funds to

 

 

for the account of

 

account number

 

or, if mailed by check, to

 

Applicable statements should be mailed to

 

 

 

This information is provided by

 

assignee named above, or

 

its agent.

 

 

 



 

EXHIBIT A-4

Form of Class CE Certificates

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A REGULAR INTEREST IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE CODE).

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND

 



HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

 



 

Certificate No. [_]

Percentage Interest: 100%

 

 

Class CE

Adjustable Rate

 

 

Date of Pooling and Servicing Agreement

and Cut-off Date: February 1, 2006

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

$[__________]

 

 

First Distribution Date:

March 27, 2006

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

$[__________]

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

February 25, 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-EC2

evidencing a fractional undivided interest in the distributions allocable to the Class CE Certificates with respect to a Trust Fund consisting primarily of a pool of fixed and adjustable interest rate, conventional, closed-end mortgage loans that are secured by first liens on one- to four-family residences sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that __________________ is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the Trust Fund) generally consisting primarily of a pool of fixed and adjustable interest rate, conventional, closed-end mortgage loans that are secured by first liens on

 



one- to four-family residences (collectively, the Mortgage Loans) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (EMC) and Master Funding LLC (“Master Funding LLC”, and together with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the Mortgage Loans (in that capacity, the Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the Agreement), among BSABS I, as depositor (the Depositor), EMC Mortgage Corporation as sponsor (the Sponsor) and as Master Servicer and LaSalle Bank National Association, as trustee (the Trustee), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a Distribution Date), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice.

No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee, or the Master Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to

 



effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Sellers and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

No transfer of this Class CE Certificate will be made unless the Trustee shall have received either (i) the opinion of counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation letter under Section 6.02 of the Agreement, in the form as described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.

This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the Certificates). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing,

 



and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.

The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).

Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

 



 

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class CE Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Authorized Signatory

 

 



 

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

 

 

 

 

 

.

 

Dated:

 

 

Signature by or on behalf of assignor

 

 

 

 

 

Signature Guaranteed

 

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available

funds to

 

 

for the account of

 

account number

 

or, if mailed by check, to

 

Applicable statements should be mailed to

 

 

 

This information is provided by

 

assignee named above, or

 

its agent.

 

 

 



 

EXHIBIT A-5

Form of Class R Certificates

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A RESIDUAL INTEREST IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE CODE).

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER

 



SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

 



 

Certificate No.1

 

 

 

Class [R-1][R-2][R-3][RX]

Percentage Interest: 100%

 

 

Date of Pooling and Servicing Agreement and Cut-off Date: February 1, 2006

 

 

 

First Distribution Date:

March 27, 2006

 

 

 

Master Servicer:

EMC Mortgage Corporation

CUSIP: [_____]

 

 

Last Scheduled Distribution Date:

February 25, 2036

 

 

 

 

ASSET-BACKED CERTIFICATE

SERIES 2006-EC2

evidencing a fractional undivided interest in the distributions allocable to the Class [R-1][ R-2][ R-3][RX] Certificates with respect to a Trust Fund consisting primarily of a pool of conventional, closed-end first lien one- to four-family fixed and adjustable interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Bear Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental entity or by Bear Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or any of their affiliates or any other person. None of Bear Stearns Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates.

This certifies that Bear, Stearns Securities Corp. is the registered owner of the Percentage Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the Trust Fund) generally consisting of conventional, closed-end first lien, fixed and adjustable rate mortgage loans secured by one- to four- family residences (collectively, the Mortgage Loans) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (EMC) and

 



Master Funding LLC to BSABS I. EMC will act as master servicer of the Mortgage Loans (in that capacity, the Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the Agreement), among BSABS I, as depositor (the Depositor), EMC Mortgage Corporation as sponsor (the Sponsor) and as Master Servicer and LaSalle Bank National Association as trustee (the Trustee), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

Each Holder of this Certificate will be deemed to have agreed to be bound by the

restrictions set forth in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an affidavit to the effect that it is a Permitted Transferee, (iii) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a Permitted Transferee acquires any Ownership Interest in this Certificate in violation of such restrictions, then the Depositor will have the right, in its sole discretion and without notice to the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Depositor, which purchaser may be the Depositor, or any affiliate of the Depositor, on such terms and conditions as the Depositor may choose.

The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a Distribution Date), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last day (or if such last day is not a Business Day, the Business Day immediately preceding such last day) of the calendar month immediately preceding the month in which the Distribution Date occurs, an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice.

No transfer of this Class [R-1][ R-2][R-3][RX] Certificate will be made unless the Trustee shall have received either (i) the opinion of counsel set forth in Section 6.02(h) of the Agreement or (ii) a representation letter under Section 6.02 of the Agreement, in the form as

 



described by the Agreement, stating that the transferee is not an employee benefit or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with “plan assets” of any Plan.

This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the Certificates). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Fund for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.

This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of the Class or Classes of Certificates affected thereby evidencing over 50% of the Voting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Trustee upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee.

The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Master Servicer, the

 



Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and other assets of the Trust Fund in accordance with the terms of the Agreement. Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of such right will effect the early retirement of the Certificates. In no event, however, will the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in the Agreement and (ii) the Latest Possible Maturity Date (as defined in the Agreement).

Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose.

 



 

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: _________, ____

 

 

LASALLE BANK NATIONAL ASSOCIATION

not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Authorized Signatory

 

CERTIFICATE OF AUTHENTICATION

This is one of the Class [R-1][R-2][R-3][RX] Certificates referred to in the within-mentioned Agreement.

 

 

LASALLE BANK NATIONAL ASSOCIATION

Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

Authorized Signatory

 

 



 

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund.

I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

 

 

 

 

 

.

 

Dated:

 

 

Signature by or on behalf of assignor

 

 

 

 

 

Signature Guaranteed

 

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available

funds to

 

 

for the account of

 

account number

 

or, if mailed by check, to

 

Applicable statements should be mailed to

 

 

 

This information is provided by

 

assignee named above, or

 

its agent.

 

 

 



 

EXHIBIT B

MORTGAGE LOAN SCHEDULE


LOAN_SEQ                  LOAN_ID                  EMC_LOAN_NO                     CURRENT_                         SERV_FEE
                                                                                  GROSS_COUPON
-----------------------------------------------------------------------------------------------------------------------------------
        15914249               5000024948                       14538854                           7.9400                   0.5000
        15914248               5000024693                       14538847                           8.4650                   0.5000
        15914247               5000024581                       14538839                           7.5680                   0.5000
        15914246               5000024465                       14538821                           6.9900                   0.5000
        15914245               5000024453                       14538813                           9.7900                   0.5000
        15914244               5000024405                       14538805                           6.8000                   0.5000
        15914243               5000024387                       14538797                           7.5500                   0.5000
        15914241               5000024325                       14538789                           8.7500                   0.5000
        15914240               5000024316                       14538771                           9.5500                   0.5000
        15914239               5000024221                       14538763                           6.8500                   0.5000
        15914238               5000024179                       14538755                           9.4400                   0.5000
        15914237               5000024151                       14538748                           7.7400                   0.5000
        15914236               5000024137                       14538730                           6.5000                   0.5000
        15914235               5000024126                       14538722                           7.7000                   0.5000
        15914234               5000024008                       14538714                           6.9900                   0.5000
        15914233               5000023993                       14538706                          10.5500                   0.5000
        15914232               5000023962                       14538698                           8.9000                   0.5000
        15914231               5000023925                       14538680                           9.3000                   0.5000
        15914229               5000023923                       14538672                           8.5000                   0.5000
        15914228               5000023780                       14538664                          10.0400                   0.5000
        15914227               5000023759                       14538656                           7.7400                   0.5000
        15914226               5000023718                       14538649                           6.9500                   0.5000
        15914225               5000023642                       14538631                           7.8500                   0.5000
        15914224               5000023636                       14538623                           6.8000                   0.5000
        15914223               5000023609                       14538615                           8.6000                   0.5000
        15914220               5000023492                       14538607                           7.0900                   0.5000
        15914219               5000023471                       14538599                           8.0900                   0.5000
        15914218               5000023427                       14538581                           6.7400                   0.5000
        15914217               5000023345                       14538573                           6.8000                   0.5000
        15914216               5000023337                       14538565                           6.9990                   0.5000
        15914215               5000023330                       14538557                           8.6000                   0.5000
        15914214               5000023317                       14538540                           7.2400                   0.5000
        15914213               5000023303                       14538532                           8.7900                   0.5000
        15914212               5000023298                       14538524                           7.2000                   0.5000
        15914211               5000023279                       14538516                           6.4900                   0.5000
        15914210               5000023210                       14538508                           9.5500                   0.5000
        15914209               5000023127                       14538490                           7.3130                   0.5000
        15914208               5000023110                       14538482                           7.7450                   0.5000
        15914207               5000023084                       14538474                           6.8500                   0.5000
        15914206               5000023064                       14538466                           7.5000                   0.5000
        15914204               5000023019                       14538458                           8.4400                   0.5000
        15914203               5000022971                       14538441                           5.9900                   0.5000
        15914202               5000022961                       14538433                           7.4400                   0.5000
        15914201               5000022945                       14538425                           9.7000                   0.5000
        15914200               5000022829                       14538417                           6.9500                   0.5000
        15914199               5000022756                       14538409                           7.6000                   0.5000
        15914198               5000022682                       14538391                           7.7500                   0.5000
        15914197               5000022665                       14538383                           8.7900                   0.5000
        15914196               5000022649                       14538375                          10.4500                   0.5000
        15914195               5000022621                       14538367                           6.9900                   0.5000
        15914194               5000022571                       14538359                           8.3400                   0.5000
        15914193               5000022516                       14538342                           8.2400                   0.5000
        15914192               5000022484                       14538334                          10.5400                   0.5000
        15914191               5000022381                       14538326                           8.9900                   0.5000
        15914190               5000022371                       14538318                           8.6300                   0.5000
        15914187               5000022140                       14538300                           6.9630                   0.5000
        15914186               5000021995                       14538292                           7.0900                   0.5000
        15914185               5000021868                       14538284                           8.8400                   0.5000
        15914182               5000021789                       14538276                           7.8900                   0.5000
        15914181               5000021755                       14538268                           8.4400                   0.5000
        15914180               5000021690                       14538250                           7.3000                   0.5000
        15914179               5000021642                       14538243                          10.8900                   0.5000
        15914177               5000021532                       14538235                           7.0000                   0.5000
        15914176               5000021514                       14538227                           8.1500                   0.5000
        15914175               5000021490                       14538219                           7.4400                   0.5000
        15914174               5000021470                       14538201                           9.1400                   0.5000
        15914173               5000021440                       14538193                           9.7500                   0.5000
        15914172               5000021353                       14538185                           8.7000                   0.5000
        15914171               5000021179                       14538177                           7.2000                   0.5000
        15914170               5000021132                       14538169                           7.2900                   0.5000
        15914169               5000021045                       14538151                           5.9900                   0.5000
        15914166               5000020913                       14538144                           6.9400                   0.5000
        15914164               5000020765                       14538136                           8.9900                   0.5000
        15914163               5000020718                       14538128                           7.7500                   0.5000
        15914162               5000020710                       14538110                           9.4500                   0.5000
        15914161               5000020685                       14538102                           6.3900                   0.5000
        15914160               5000020565                       14538094                           9.4000                   0.5000
        15914159               5000020507                       14538086                           8.5930                   0.5000
        15914157               5000020476                       14538078                           7.7500                   0.5000
        15914154               5000020001                       14538060                           8.4900                   0.5000
        15914153               5000019834                       14538052                           9.0900                   0.5000
        15914152               5000019783                       14538045                           7.4400                   0.5000
        15914150               5000019499                       14538037                           8.3900                   0.5000
        15914149               5000019477                       14538029                           6.9000                   0.5000
        15914148               5000019405                       14538011                           8.1500                   0.5000
        15914147               5000019392                       14538003                           7.8300                   0.5000
        15914145               5000019235                       14537997                           6.2900                   0.5000
        15914144               5000019097                       14537989                           8.4500                   0.5000
        15914142               5000018937                       14537971                           8.3030                   0.5000
        15914141               5000018900                       14537963                           7.3000                   0.5000
        15914140               5000018663                       14537955                          10.2400                   0.5000
        15914139               5000018289                       14537948                           7.1130                   0.5000
        15914138               5000018070                       14537930                           7.9800                   0.5000
        15914134               5000016834                       14537922                           8.3900                   0.5000
        15914131               5000016066                       14537914                          11.5000                   0.5000
        15914130               5000015829                       14537906                           8.6900                   0.5000
        15914129               5000015733                       14537898                           9.1000                   0.5000
        15914125               5000014686                       14537880                           7.6400                   0.5000
        15914124               5000014492                       14537872                           5.9900                   0.5000
        15914123               5000014437                       14537864                           7.6400                   0.5000
        15914117               5000012795                       14537849                           6.0500                   0.5000
        15914116               5000012779                       14537831                           7.5900                   0.5000
        15914114               5000012571                       14537823                           6.7200                   0.5000
        15914112               5000012337                       14537815                           6.5000                   0.5000
        15914108               5000011705                       14537807                           6.5900                   0.5000
        15914107               5000011592                       14537799                           8.4400                   0.5000
        15914106               5000011478                       14537781                           8.7000                   0.5000
        15914101                   306987                       14537773                           7.8400                   0.5000
        15914100                   306870                       14537765                           6.4900                   0.5000
        15914099                   306729                       14537757                           6.9900                   0.5000
        15914098                   306722                       14537740                           8.2000                   0.5000
        15914097                   306635                       14537732                           7.8900                   0.5000
        15914096                   306410                       14537724                           7.6900                   0.5000
        15914095                   306356                       14537716                           6.6900                   0.5000
        15914093                   306236                       14537708                           8.1500                   0.5000
        15914092                   306091                       14537690                           8.1500                   0.5000
        15914091                   306083                       14537682                           7.9000                   0.5000
        15914090                   306040                       14537674                           7.7900                   0.5000
        15914089                   305936                       14537666                           6.4500                   0.5000
        15914088                   305868                       14537658                           7.4900                   0.5000
        15914087                   305848                       14537641                           9.8500                   0.5000
        15914086                   305818                       14537633                           7.5750                   0.5000
        15914085                   305817                       14537625                           7.7650                   0.5000
        15914083                   305583                       14537617                           7.7900                   0.5000
        15914082                   305544                       14537609                           6.5500                   0.5000
        15914081                   305479                       14537591                           7.5000                   0.5000
        15914080                   305453                       14537583                           9.7150                   0.5000
        15914078                   305427                       14537575                           7.9500                   0.5000
        15914077                   305388                       14537567                          10.4400                   0.5000
        15914076                   305261                       14537559                           7.9500                   0.5000
        15914075                   305234                       14537542                           9.8000                   0.5000
        15914074                   305199                       14537534                           7.9900                   0.5000
        15914073                   305181                       14537526                           6.8400                   0.5000
        15914072                   305114                       14537518                           9.6000                   0.5000
        15914071                   305098                       14537500                           7.9000                   0.5000
        15914069                   305023                       14537492                           8.9500                   0.5000
        15914068                   304995                       14537484                           6.6900                   0.5000
        15914067                   304956                       14537476                           9.4400                   0.5000
        15914066                   304953                       14537468                           6.7900                   0.5000
        15914065                   304952                       14537450                           9.2630                   0.5000
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        15913662                   298911                       14533830                           7.2500                   0.5000
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        15913299                   293282                       14530489                           7.9250                   0.5000
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        15912530                   271753