Common use of Indemnification of the Master Servicer Clause in Contracts

Indemnification of the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, including the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, the Assignment Agreements, the Custodial Agreements or the Certificates (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Master Servicer and the Seller written notice thereof promptly after a responsible officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the failure to give such notice shall not relieve the Master Servicer of its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement. (b) The Company agrees to indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant to Subsections (a) or (b) above.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. ATTACHMENT 1 TO EXHIBIT K This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of April 1, 2005 (the "Agreement"), among Bear Stearns Asset Backed Securities I, LLC, as depositor, EMC Mortgage Xxxxxxation (the "Company"), as seller and servicer, Wells Fargo Bank, N. A., as master servicer and securities adminisxxxxxr, and JPMorgan Chase Bank, N.A., as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in __________ 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, including the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, the Assignment Agreements, the Custodial Agreements Agreement or the Certificates (i) related to the Master Servicer’s failure to perform its duties in compliance with this Agreement (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Master Servicer and the Seller written notice thereof promptly after a responsible officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the failure to give such notice shall not relieve the Master Servicer of its indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement. (b) The Company agrees to indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant to Subsections (a), (b) or (bc) above.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of October 1, 2004 (the “Agreement”), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the “Company”), as seller and servicer, Xxxxx Fargo Bank, N. A., as master servicer and securities administrator, and JPMorgan Chase Bank, N.A., as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. ATTACHMENT 1 TO EXHIBIT K This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of February 1, 2003 (the "Agreement"), among Bear Stearns Asset Backed Securities, Inc,. as depositor, EMC Mortgage Xxxxxxation (the "Company"), as seller and servicer, Wells Fargo Bank, National Association, as master servicer and sexxxxxies administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of October 1, 2003 (the "Agreement"), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the "Company"), as seller and servicer, Xxxxx Fargo Bank, National Association, as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, any loss, liability or expense (including reasonable legal fees and disbursements of counsel) incurred on their part that may be sustained in connection with, arising out of, or relating to, any claim or legal action (including any pending or threatened claim or legal action) relating to this Agreement, including the Servicing Agreement, the Assignment Agreements or the Certificates or the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, by the Assignment Agreements, the Custodial Agreements or the Certificates Trustee hereunder (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 its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee shall have given the Master Servicer and the Seller Depositor written notice thereof promptly after a responsible officer Responsible Officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer’s failure to give receive any such notice shall not relieve affect the Trustee’s right to indemnification hereunder, except to the extent the Master Servicer of its indemnification obligations hereunderis materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee Trustee, Master Servicer or the Master Servicer Trustee and the termination of this Agreement. (b) The Company agrees to indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered by the Master Servicer’s indemnification pursuant to Subsections Subsection (a) or (b) above.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of August 1, 2003 (the "Agreement"), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the "Company"), as seller and servicer, Xxxxx Fargo Bank, National Association, as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of August 1, 2004 (the "Agreement"), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the "Company"), as seller and servicer, Xxxxx Fargo Bank, N. A., as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. ATTACHMENT 1 TO EXHIBIT K This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of January 1, 2005 (the "Agreement"), among Bear Stearns Asset Backed Securities I, LLC, as depositor, EMC Mortgage Xxxxxxation (the "Company"), as seller and servicer, Wells Fargo Bank, N. A., as master servicer and securities adminisxxxxxr, and JPMorgan Chase Bank, N.A., as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of October 1, 2003 (the “Agreement”), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the “Company”), as seller and servicer, Xxxxx Fargo Bank, National Association, as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) or above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of April 1, 2004 (b) above.the "Agreement"), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the "Company"), as seller and servicer, Xxxxx Fargo Bank, National Association, as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that:

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of September 1, 2003 (the "Agreement"), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the "Company"), as seller and servicer, Xxxxx Fargo Bank, National Association, as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, officer's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of March 1, 2004 (the "Agreement"), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the "Company"), as seller and servicer, Xxxxx Fargo Bank, National Association, as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

Indemnification of the Master Servicer. (a) The To the extent not covered by the provisions of Section 3.01(c)(ii) of this Exhibit K, the EMC Servicer shall indemnify and hold harmless the Master Servicer agrees to indemnify the Indemnified Persons for, and to hold them harmless against, from any loss, liability or expense (except as otherwise provided herein with respect to expenses) (including reasonable legal fees and disbursements of counsel) incurred on their its 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 enforcement of the powers of attorney delivered pursuant to Sections 4.01 and 4.05 hereof, EMC Servicer's obligations under the Assignment Agreements, the Custodial Agreements or the Certificates Agreement (i) related to the Master EMC Servicer’s 's failure to perform its duties in compliance with this the 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 EMC Servicer’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder under the Agreement or by reason of its reckless disregard of its obligations and duties hereunderunder the Agreement, provided, in each case, that with respect to any such claim or legal action (or pending or threatened claim or legal action), the Trustee Master Servicer shall have given the Master EMC Servicer and the Seller written notice thereof promptly after a responsible officer Responsible Officer of the Trustee Master Servicer shall have with respect to such claim or legal action actual knowledge thereof; provided, however, the . The Master Servicer's failure to give such notice shall not relieve the Master Servicer of affect its right to indemnification obligations hereunder. This indemnity shall survive the resignation or removal of the Trustee Trustee, the Master Servicer, the EMC Servicer or the Master Servicer Securities Administrator and the termination of this the Agreement. (b) The Company agrees to Trust Fund will indemnify the Indemnified Persons and to hold them harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Persons may sustain in any way related to the failure of the Company to perform in any way its duties and service the EMC Mortgage Loans in strict compliance with the terms of this Agreement and for breach of any representation or warranty of the Company contained herein. The Company shall immediately notify the Master Servicer and the Trustee if a claim is made by a third party with respect to this Agreement or the EMC Mortgage Loans, assume (with the consent of the Master Servicer and the Trustee and with counsel reasonably satisfactory to the Master Servicer and the Trustee) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or any Indemnified Person in respect of such claim but failure to so notify the Company shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Indemnified Persons unless such settlement includes an unconditional release of such Indemnified Persons from all liability that is the subject matter of such claim. The provisions of this Section 8.03(b) shall survive termination of this Agreement. (c) The Seller will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise paid or covered pursuant the Master Servicer referred to Subsections in Subsection (a) above that has not otherwise been paid by the EMC Servicer. This certificate is being delivered pursuant to Section 3.01(c) of Exhibit K to the Pooling and Servicing Agreement, dated as of June 1, 2003 (the “Agreement”), among Bear Xxxxxxx Asset Backed Securities, Inc,. as depositor, EMC Mortgage Corporation (the “Company”), as seller and servicer, Xxxxx Fargo Bank, National Association, as master servicer and securities administrator, and JPMorgan Chase Bank, as trustee. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement. I certify that: (i) I am a _______________ of the Company. (ii) Based on my knowledge, the information in the annual statement of compliance furnished in March 20__ pursuant to Section 3.01(a) of Exhibit K of the Agreement and the annual independent certified public accountants' servicing report delivered pursuant to Section 3.01(b) thereof (collectively, the "Reports"), and all servicing reports, office's certificates and other information relating to the EMC Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification. (biii) aboveThe servicing information required to be provided to the Master Servicer by the Company under the Agreement has been provided to the Master Servicer. (iv) I am responsible for reviewing the servicing activities performed by the Company pursuant to the Agreement, and except as disclosed in the Reports, the Company has, as of the date of this Certification, fulfilled its obligations under the Agreement. (v) I have disclosed to the Master Servicer all significant deficiencies relating to the Company's compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.