STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,

DEPOSITOR

WELLS FARGO BANK, N.A.,

TRUSTEE

and

EMC MORTGAGE CORPORATION,

SELLER AND MASTER SERVICER

POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2007

Structured Asset Mortgage Investments II Inc.

Bear Stearns ARM Trust, Mortgage Pass-Through Certificates

Series 2007-5

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	Section 2.01	Conveyance of Mortgage Loans to Trustee.
	Section 2.02	Acceptance of Mortgage Loans by Trustee.
	Section 2.03	Assignment of Interest in the Mortgage Loan Purchase Agreement.
	Section 2.04	Substitution of Mortgage Loans.
	Section 2.05	Issuance of Certificates.
	Section 2.06	Representations and Warranties Concerning the Depositor.
	Section 2.07	Purposes and Powers of the Trust.
	Section 2.08	Delivery of Opinion of Counsel in Connection with Substitutions and Purchases.
	Section 2.09	Conveyance of the Group III Subsequent Mortgage Loans.

ARTICLE III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS; SECURITIES AND EXCHANGE COMMISSION REPORTING
	Section 3.01	Master Servicer.
	Section 3.02	REMIC-Related Covenants.
	Section 3.03	Monitoring of Servicers.
	Section 3.04	Fidelity Bond.
	Section 3.05	Power to Act; Procedures.
	Section 3.06	Due-on-Sale Clauses; Assumption Agreements.
	Section 3.07	Release of Mortgage Files.
	Section 3.08	Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.
	Section 3.09	Standard Hazard Insurance and Flood Insurance Policies.
	Section 3.10	Presentment of Claims and Collection of Proceeds.
	Section 3.11	Maintenance of the Primary Mortgage Insurance Policies.
	Section 3.12	Trustee to Retain Possession of Certain Insurance Policies and Documents.
	Section 3.13	Realization Upon Defaulted Mortgage Loans.
	Section 3.14	Compensation for the Master Servicer.
	Section 3.15	REO Property.
	Section 3.16	Annual Statement as to Compliance.
	Section 3.17	Assessments of Compliance and Attestation Reports.
	Section 3.18	Reports Filed with Securities and Exchange Commission.
	Section 3.19	UCC.
	Section 3.20	Optional Purchase of Defaulted Mortgage Loans.
	Section 3.21	Intention of the Parties and Interpretation.

ARTICLE IV ACCOUNTS
	Section 4.01	Protected Accounts.
	Section 4.02	Master Servicer Collection Account.
	Section 4.03	Permitted Withdrawals From the Master Servicer Collection Account.
	Section 4.04	Distribution Account.
	Section 4.05	Permitted Withdrawals and Transfers from the Distribution Account.
	Section 4.06	Group III Pre-Funding Account.
	Section 4.07	Group IIII Interest Coverage Account.

ARTICLE V CERTIFICATES
	Section 5.01	Certificates.
	Section 5.02	Registration of Transfer and Exchange of Certificates.
	Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.
	Section 5.04	Persons Deemed Owners.
	Section 5.05	Transfer Restrictions on Residual Certificates.
	Section 5.06	Restrictions on Transferability of Certificates.
	Section 5.07	ERISA Restrictions.
	Section 5.08	Rule 144A Information.

ARTICLE VI PAYMENTS TO CERTIFICATEHOLDERS
	Section 6.01	Distributions on the Certificates.
	Section 6.02	Allocation of Losses.
	Section 6.03	Payments.
	Section 6.04	Statements to Certificateholders.
	Section 6.05	Monthly Advances.
	Section 6.06	Compensating Interest Payments.

ARTICLE VII THE MASTER SERVICER
	Section 7.01	Liabilities of the Master Servicer.
	Section 7.02	Merger or Consolidation of the Master Servicer.
	Section 7.03	Indemnification of the Trustee and the Master Servicer.
	Section 7.04	Limitations on Liability of 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
	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 8.05	List of Certificateholders.

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 the 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	Federal Information Returns and Reports to Certificateholders; REMIC Administration.

ARTICLE X TERMINATION
	Section 10.01	Termination Upon Repurchase by the Depositor or its Designee or Liquidation of the Mortgage Loans.
	Section 10.02	Additional Termination Requirements.

ARTICLE XI [RESERVED]

ARTICLE XII MISCELLANEOUS PROVISIONS
	Section 12.01	Intent of Parties.
	Section 12.02	Amendment.
	Section 12.03	Recordation of Agreement.
	Section 12.04	Limitation on Rights of Certificateholders.
	Section 12.05	Acts of Certificateholders.
	Section 12.06	Governing Law.
	Section 12.07	Notices.
	Section 12.08	Severability of Provisions.
	Section 12.09	Successors and Assigns.
	Section 12.10	Article and Section Headings.
	Section 12.11	Counterparts.
	Section 12.12	Notice to Rating Agencies.

EXHIBITS

Exhibit A-1	-	Form of Class A Certificates and Class X Certificates
Exhibit A-2	-	Form of Class B Certificates
Exhibit A-3	-	Form of Class R Certificates
Exhibit B	-	Mortgage Loan Schedule
Exhibit C	-	[Reserved]
Exhibit D-1	-	Request for Release of Documents – Wells Fargo
Exhibit D-2	-	Request for Release of Documents – Treasury Bank
Exhibit E	-	Form of Transferee Affidavit and Agreement pursuant to Section 860E(e)(4)
Exhibit F-1	-	Form of Investment Letter
Exhibit F-2	-	Form of Rule 144A and Related Matters Certificate
Exhibit G-1	-	Form of Wells Fargo Custodial Agreement
Exhibit G-2	-	Form of Treasury Bank Custodial Agreement
Exhibit H-1	-	Countrywide Servicing Agreement
Exhibit H-2	-	EMC Servicing Agreement
Exhibit I-1	-	Form of Countrywide Assignment Agreement
Exhibit I-2	-	Form of EMC Assignment Agreement
Exhibit J	-	Mortgage Loan Purchase Agreement
Exhibit K	-	[Reserved]
Exhibit L	-	Form of Back-Up Certification
Exhibit M	-	Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit N	-	Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit O	-	Additional Disclosure Notification
Exhibit P	-	Form of Subsequent Mortgage Loan Purchase Agreement
Exhibit Q	-	Form of Subsequent Transfer Instrument

POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement, dated as of August 1, 2007, among Structured Asset Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation, as seller (in such capacity, the “Seller”) and master servicer (in such capacity, the “Master Servicer”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”).

PRELIMINARY STATEMENT

On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to the Subsequent Transfer Date, the Depositor will acquire the Group III Subsequent Mortgage Loans, which will be sold to the Trust Fund on the Subsequent Transfer Date.

The Trustee shall make an election for the assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC I Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-I Certificates will be designated the sole class of “residual interests” in such REMIC.

The Trustee shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC II Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-II Certificates will be designated the sole class of “residual interests” in such REMIC.

The Trustee shall make an election for the assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Startup Day, the REMIC III Regular Interests will be designated the “regular interests” in such REMIC, and the Class R-III Certificates will be designated the sole class of “residual interests” in such REMIC.

The Mortgage Loans (including the Group III Subsequent Mortgage Loans) will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $401,865,805.97. The initial principal amount of the Certificates will not exceed such Outstanding Principal Balance plus the Group III Pre-Funded Amount. The Group I Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $70,637,575.11. The Group II Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $113,359,611.37. The Group III Mortgage Loans, including the Group III Subsequent Mortgage Loans and the Group III Pre-Funded Amount, will have an Outstanding Principal Balance as of the Cut-off Date, after deducting all Scheduled Principal due on or before the Cut-off Date, of $217,868,619.49.

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

ARTICLE I

DEFINITIONS

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

Account: The Distribution Account, the Group III Pre-Funding Account, the Group III Interest Coverage Account, the Master Servicer Collection Account, and the Protected Account, as the context may require.

Accrued Certificate Interest: For any Certificate, other than the Class R Certificates, for any Distribution Date, the interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the Current Principal Amount, or in the case of the Interest Only Certificates, the Notional Amount, of such Certificate immediately prior to such Distribution Date, on the basis of a 360-day year consisting of twelve 30-day months, less (i) in the case of a Senior Certificate, such Certificate’s share of any Net Interest Shortfall from the related Mortgage Loans and, after the Cross-Over Date, the interest portion of any Realized Losses on the related Mortgage Loans allocated thereto in accordance with Section 6.02(h) and (ii) in the case of a Subordinate Certificate, such Certificate’s share of any Net Interest Shortfall from the related Mortgage Loans and the interest portion of any Realized Losses on the related Mortgage Loans allocated thereto in accordance with Section 6.02(h).

Additional Disclosure: As defined in Section 3.18.

Additional Form 10-D Disclosure: As defined in Section 3.18.

Additional Form 10-K Disclosure: As defined in Section 3.18.

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

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

Allocable Share: With respect to each Class of Subordinate Certificates:

(a) as to any Distribution Date and amounts distributable pursuant to clauses (i) and (iv) of the definition of Subordinate Optimal Principal Amount, the fraction, expressed as a percentage, the numerator of which is the Current Principal Amount of such Class and the denominator of which is the aggregate Current Principal Amount of all Classes of the Subordinate Certificates; and

(b) as to any Distribution Date and amounts distributable pursuant to clauses (ii), (iii) and (v) of the definition of Subordinate Optimal Principal Amount, and as to each Class of Subordinate Certificates (other than the Class of Subordinate Certificates having the lowest numerical designation as to which the Class Prepayment Distribution Trigger shall not be applicable) for which (x) the Class Prepayment Distribution Trigger has been satisfied on such Distribution Date, the fraction, expressed as a percentage, the numerator of which is the Current Principal Amount of such Class and the denominator of which is the aggregate Current Principal Amount of all such Classes of Subordinate Certificates and (y) the Class Prepayment Distribution Trigger has not been satisfied on such Distribution Date, 0%; provided that if on a Distribution Date, the Current Principal Amount of any Class of Subordinate Certificates for which the Class Prepayment Distribution Trigger was satisfied on such Distribution Date is reduced to zero, any amounts distributed pursuant to this clause (b), to the extent of such Class’s remaining Allocable Share, shall be distributed to the remaining Classes of Subordinate Certificates which satisfy the related Class Prepayment Distribution Trigger and to the Class of Subordinate Certificates having the lowest numerical Class designation in reduction of their respective Current Principal Amounts in the order of their numerical Class designations.

Annual Statement of Compliance: As defined in Section 3.16.

Applicable Credit Rating: For any long-term deposit or security, a credit rating of AAA in the case of each of S&P and Fitch and Aaa in the case of Moody’s. For any short-term deposit or security, a rating of A-l+ in the case of S&P, F-1+ in the case of Fitch and P-1 in the case of Moody’s.

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

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

Assignment Agreements: Shall mean either of the Countrywide Assignment Agreement or EMC Assignment Agreement.

Assessment of Compliance: As defined in Section 3.17.

Assumed Final Distribution Date: August 25, 2047, or if such day is not a Business Day, the next succeeding Business Day.

Attesting Party: As defined in Section 3.17.

Attestation Report: As defined in Section 3.17.

Available Funds: With respect to any Distribution Date, the sum of the Group I, Group II and Group III Available Funds for such Distribution Date.

Average Loss Severity Percentage: With respect to any Distribution Date and each Loan Group, the percentage equivalent of a fraction, the numerator of which is the sum of the Loss Severity Percentages for each Mortgage Loan in such Loan Group which had a Realized Loss and the denominator of which is the number of Mortgage Loans in the related Loan Group which had Realized Losses.

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

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

Book-Entry Certificates: Initially, all Classes of Certificates other than the Private Certificates and the Residual Certificates.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which the New York Stock Exchange or Federal Reserve is closed or on which banking institutions in the jurisdiction in which the Trustee, the Master Servicer or any Servicer is located are authorized or obligated by law or executive order to be closed.

Capitalization Reimbursement Amount: With respect to any Distribution Date, the aggregate of amounts added to the Scheduled Principal Balances of the Mortgage Loans during the preceding calendar month in connection with the modification of such Mortgage Loans pursuant to this Agreement or the related Servicing Agreement which amounts represent reimbursed Advances or Servicing Advances owed to the related Servicer or the Master Servicer.

Certificate: Any mortgage pass-through certificate evidencing a beneficial ownership interest in the Trust Fund signed and countersigned by the Trustee in substantially the forms annexed hereto as Exhibits A-1, A-2 and A-3 with the blanks therein appropriately completed.

Certificate Group: The Group I Senior Certificates, Group II Senior Certificates and Group III Senior Certificates, as applicable.

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

Certificate Register: The register maintained pursuant to Section 5.02.

Certificateholder: A Holder of a Certificate.

Class: With respect to the Certificates, I-A-1, I-A-2, II-A-1, II-A-2, III-A-1, III-A-2, III-X-1, R-I, R-II, R-III, B-1, B-2, B-3, B-4, B-5 and B-6.

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

Class R Certificates: The Class R-I, Class R-II and Class R-III Certificates.

Class R-I Deposit: The $50 deposit into the Distribution Account with respect to the portion of such account related to Loan Group I by the Depositor on the Closing Date to pay the Class R-I Certificates in accordance with Section 6.01(a) on the Distribution Date occurring in September 2007.

Class R-II Deposit: The $50 deposit into the Distribution Account with respect to the portion of such account related to Loan Group II by the Depositor on the Closing Date to pay the Class R-II Certificates in accordance with Section 6.01(a) on the Distribution Date occurring in September 2007.

Class R-III Deposit: The $50 deposit into the Distribution Account with respect to the portion of such account related to Loan Group II by the Depositor on the Closing Date to pay the Class R-III Certificates in accordance with Section 6.01(a) on the Distribution Date occurring in September 2007.

Closing Date: August 31, 2007.

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

Commission: The United States Securities and Exchange Commission.

Compensating Interest Payment: As defined in Section 6.06.

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

Countrywide Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of August 31, 2007 among EMC, Countrywide Home Loans, Inc., Countrywide and the Trustee evidencing the assignment of the Countrywide Servicing Agreements to the Trust, attached hereto as Exhibit I-1.

Countrywide Servicing Agreements: The Seller’s Warranties and Servicing Agreement, dated as of September 1, 2002, as amended by Amendment No. 1, dated January 1, 2003, Amendment No.2, dated September 1, 2004, Amendment No. 3, dated May 1, 2005 and Amendment Reg AB to the Master Mortgage Loan Purchase and Servicing Agreement, dated as of January 1, 2006, by and between EMC and Countrywide Home Loans, Inc., attached hereto as Exhibit H-1.

Corresponding Certificates: With respect to each REMIC II Regular Interest, the Class with the same designation.

Corporate Trust Office: The office of the Trustee at which at any particular time its corporate trust business is administered, which office, at the date of the execution of this Agreement, is located at Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), (Attention: Client Manager - BSARM 2007-5), facsimile no.: (410) 715-2380. With respect to the presentment of Certificates for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust BSARM 2007-5.

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

Current Principal Amount: With respect to any Certificate as of any Distribution Date, the initial principal amount of such Certificate plus any Subsequent Recoveries added to the Current Principal Amount of such Certificate pursuant to Section 6.02(i), and reduced by (i) all amounts distributed on previous Distribution Dates on such Certificate with respect to principal, (ii) the principal portion of all Realized Losses allocated prior to such Distribution Date to such Certificate, taking account of the applicable Loss Allocation Limitation and (iii) in the case of a Subordinate Certificate, such Certificate’s pro rata share, if any, of the applicable related Subordinate Certificate Writedown Amount for previous Distribution Dates. With respect to any Class of Certificates, the Current Principal Amount thereof will equal the sum of the Current Principal Amounts of all Certificates in such Class. Notwithstanding the foregoing, solely for purposes of giving consents, directions, waivers, approvals, requests and notices, the Class R-I, Class R-II and Class R-III Certificates after the Distribution Date on which they each receive the distribution of the last dollar of their respective original principal amount shall be deemed to have Current Principal Amounts equal to their respective Current Principal Amounts on the day immediately preceding such Distribution Date.

Custodial Agreement: As applicable, (i) the custodial agreement, dated as of the Closing Date among the Depositor, EMC as a seller, the Master Servicer, the Trustee and Wells Fargo Bank, N.A., as Custodian, substantially in the form of Exhibit G-1 hereto or (ii) the custodial agreement dated as of the Closing Date, among the Depositor, EMC, as a seller, the Master Servicer, the Trustee and Treasury Bank, A Division of Countrywide Bank, FSB, as Custodian, substantially in the form of Exhibit G-2 hereto.

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

Cut-off Date: August 1, 2007.

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

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

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 considered “30 days delinquent” if the borrower fails to make a scheduled payment prior to the close of business on the day prior to the mortgage loan’s first succeeding due date. For example, if a securitization had a closing date occurring in August and a cut-off date of August 1, a mortgage loan with a payment due on July 1 that remained unpaid as of the close of business on July 31 would be described as 30 days delinquent as of the cut-off date in the prospectus supplement. A mortgage loan would be considered “60 days delinquent” with respect to such scheduled payment if such scheduled payment were not made prior to the close of business on the day prior to the mortgage loan’s second succeeding due date (or, in the preceding example, if the mortgage loan with a payment due on June 1 remained unpaid as of the close of business on July 31). The determination as to whether a Mortgage Loan falls into these categories is made as of the close of business on the last Business Day of each month. This method of determining delinquencies is also referred to as the MBA method.

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

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

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

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

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

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

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

Distribution Account: The trust account or accounts created and maintained pursuant to Section 4.04, which shall be denominated “Wells Fargo, N.A., as Trustee for the benefit of the registered holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-5 - Distribution Account.” The Distribution Account shall be an Eligible Account.

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

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

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

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

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

EDGAR: As defined in Section 3.18.

Eligible Account: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company, so long as Moody’s is not a Rating Agency) are rated by each Rating Agency in one of its two highest long-term and its highest short-term rating categories, respectively, at the time any amounts are held on deposit therein; provided, that following a downgrade, withdrawal, or suspension of such institution's rating above, each account shall promptly (and in any case within not more than 30 calendar days) be moved to one or more segregated trust accounts in the trust department of such institution, or to an account at another institution that complies with the above requirements, or (ii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iii) any other account acceptable to the Rating Agencies, as evidenced in writing. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee. Notwithstanding Section 12.02, this Agreement may be amended to reduce the rating requirements in clause (i) above, without the consent of any of the Certificateholders, provided that the Person requesting such amendment obtains a letter from each Rating Agency stating that such amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates.

EMC: EMC Mortgage Corporation, or its successor in interest.

EMC Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of May 31, 2007, among the Depositor, EMC and the Trustee evidencing the assignment of the EMC Servicing Agreement to the Trust, attached hereto as Exhibit I-2.

EMC Servicing Agreement: The Servicing Agreement dated as of May 1, 2006, as amended, between EMC and the Depositor, attached hereto as Exhibit H-2, as amended by the EMC Assignment Agreement.

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

Event of Default: An event of default described in Section 8.01.

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

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

Exchange Act Reports: Any reports required to be filed pursuant to Section 3.18 of this Agreement.

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

FDIC: Federal Deposit Insurance Corporation or any successor thereto.

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

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.

Fractional Undivided Interest: With respect to any Class of Certificates, the fractional undivided interest evidenced by any Certificate of such Class the numerator of which is the Current Principal Amount of such Certificate and the denominator of which is the Current Principal Amount of such Class. With respect to the Certificates in the aggregate, the fractional undivided interest evidenced by (i) each Class of Residual Certificates will be deemed to equal 0.25% multiplied by the percentage interest of such Residual Certificate, (ii) each Class of Interest Only Certificates will be deemed to equal 1.00% multiplied by a fraction, the numerator of which is the Notional Amount of such Certificate and the denominator of which is the aggregate Notional Amount of its respective Class and (iii) a Certificate of any other Class will be deemed to equal 95.00% multiplied by a fraction, the numerator of which is the Current Principal Amount of such Certificate and the denominator of which is the aggregate Current Principal Amount of all the Certificates; provided, however, the percentage in clause (iii) above should be increased by 1.00% upon the retirement of each Class of Interest Only Certificates.

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

Group I Available Funds, Group II Available Funds and Group III Available Funds: With respect to any Distribution Date, an amount equal to the aggregate of the following amounts with respect to the Mortgage Loans in the related Loan Group: (a) all previously undistributed payments on account of principal (including the principal portion of Scheduled Payments, Principal Prepayments, the principal portion of Net Liquidation Proceeds), less any Capitalization Reimbursement Amount related to such Loan Group for that Distribution Date and all previously undistributed payments on account of interest received after the Cut-off Date and on or prior to the related Determination Date and all proceeds from the repurchase of any Mortgage Loans or from optional termination in the related Loan Group, (b) any Monthly Advances by the Servicer or the Master Servicer with respect to such Loan Group and such Distribution Date, (c) in the case of the Group III Available Funds, any amounts remitted from the Group III Pre-Funding Account and Group III Interest Coverage Account allocable to Loan Group III, (d) any Compensating Interest made by the Servicers with respect to such Loan Group and such Distribution Date and (e) any reimbursed amount in connection with losses on investments of deposits in an account related to such Loan Group except:

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

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

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

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

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

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

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

(viii) any fees payable under any lender-paid primary mortgage insurance policy; and

(ix) any expenses or other amounts reimbursable to the Trustee and the Custodians pursuant to Section 7.04(c) or Section 9.05.

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

Group I Senior Certificates: Any of the Class I-A-1 Certificates and Class I-A-2 Certificates.

Group I Senior Optimal Principal Amount, Group II Senior Optimal Principal Amount, and Group III Senior Optimal Principal Amount: With respect to the applicable group of Senior Certificates and each Distribution Date, an amount equal to the sum, without duplication, of the following (but in no event greater than the aggregate Current Principal Amount of the Group I, Group II and Group III Senior Certificates, as applicable, immediately prior to such Distribution Date):

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

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

(iii) the applicable Senior Prepayment Percentage of all Principal Prepayments in part received by the Servicer during the related Prepayment Period with respect to each Mortgage Loan in the related Loan Group;

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

(v) the applicable Senior Prepayment Percentage of the sum of (a) the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group which was repurchased by the Seller in connection with such Distribution Date and (b) the excess, if any, of the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group that has been replaced by the Seller with a Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Scheduled Principal Balance of each such Substitute Mortgage Loan.

Group I Senior Percentage: For Loan Group I initially 96.25%. On any Distribution Date, the lesser of (i) 100% and (ii) the percentage (carried to six places rounded up) obtained by dividing the aggregate Current Principal Amount of the Group I Senior Certificates immediately preceding such Distribution Date by the aggregate Scheduled Principal Balance of the Group I Mortgage Loans as of the beginning of the related Due Period.

Group I Senior Prepayment Percentage: On any Distribution Date occurring during the periods set forth below, as follows:

Period (dates inclusive)		Group I Senior Prepayment Percentage
September 25, 2007– August 25, 2014		100%.
September 25, 2014 – August 25, 2015		Group I Senior Percentage plus 70% of the Group I Subordinate Percentage.
September 25, 2015 – August 25, 2016		Group I Senior Percentage plus 60% of the Group I Subordinate Percentage.
September 25, 2016 – August 25, 2017		Group I Senior Percentage plus 40% of the Group I Subordinate Percentage. .
September 25, 2017 – August 25, 2018		Group I Senior Percentage plus 20% of the Group I Subordinate Percentage.
September 25, 2018 and thereafter		Group I Senior Percentage.

In addition, no reduction of the Group I Senior Prepayment Percentage shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the sum of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%; and (B) cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2014 and August 2015, (b) 35% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2015 and August 2016, (c) 40% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2016 and August 2017 (d) 45% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2017 and August 2018, and (e) 50% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after September 2018.

In addition, if on any Distribution Date the current weighted average of the Subordinate Percentages is equal to or greater than two times the initial weighted average of the Subordinate Percentages, and (a) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the Distribution Date occurring in August 2010 cumulative Realized Losses on the Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the Original Subordinate Principal Balance and (ii) after the Distribution Date occuring in August 2010 cumulative Realized Losses on the Mortgage Loans as of the end of the related Prepayment Period do not exceed 30% of the Original Subordinate Principal Balance, then, the Group I Senior Prepayment Percentage for such Distribution Date will equal the Group I Senior Percentage; provided, however, if on such Distribution Date the current weighted average of the Subordinate Percentages is equal to or greater than two times the initial weighted average of the Subordinate Percentages on or prior to the Distribution Date occurring in August 2010 and the above delinquency and loss tests are met, then the Group I Senior Prepayment Percentage for such Distribution Date will equal the Group I Senior Percentage plus 50% of the Group Subordinate Percentage on such Distribution Date..

On the Distribution Date on which the Current Principal Amounts of the Group I Senior Certificates are reduced to zero, the Group I Senior Prepayment Percentage shall be the minimum percentage sufficient to effect such reduction and thereafter shall be zero.

Group I Subordinate Percentage: On any Distribution Date, 100% minus the Group I Senior Percentage.

Group I Subordinate Prepayment Percentage: With respect to the Group I Mortgage Loans, on any Distribution Date, 100% minus the Group I Senior Prepayment Percentage, except that on any Distribution Date after the Current Principal Amounts of the Group I Senior Certificates have each been reduced to zero, if (a) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%, the Group I Subordinate Prepayment Percentage will equal 100%. If the test set forth in the preceding sentence is not satisfied on any Distribution Date after the Current Principal Amount of the Group I Senior Certificates has each been reduced to zero, then the Group I Subordinate Prepayment Percentage will equal zero for such Distribution Date.

Group II Senior Certificates: Any of the Class II-A-1 Certificates and Class II-A-2 Certificates.

Group II Senior Percentage: For Loan Group II, initially 96.25%. On any Distribution Date, the lesser of (i) 100% and (ii) the percentage (carried to six places rounded up) obtained by dividing the aggregate Current Principal Amount of the Group II Senior Certificates immediately preceding such Distribution Date by the aggregate Scheduled Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period.

Group II Senior Prepayment Percentage: On any Distribution Date occurring during the periods set forth below, as follows:

Period (dates inclusive)		Group II Senior Prepayment Percentage
September 25, 2007– August 25, 2014		100%.
September 25, 2014 – August 25, 2015		Group II Senior Percentage plus 70% of the Group II Subordinate Percentage.
September 25, 2015 – August 25, 2016		Group II Senior Percentage plus 60% of the Group II Subordinate Percentage.
September 25, 2016 – August 25, 2017		Group II Senior Percentage plus 40% of the Group II Subordinate Percentage.
September 25, 2017 – August 25, 2018		Group II Senior Percentage plus 20% of the Group II Subordinate Percentage.
September 25, 2018 and thereafter		Group II Senior Percentage.

In addition, no reduction of the Group II Senior Prepayment Percentage shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%; and (B) cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2014 and August 2015, (b) 35% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2015 and August 2016, (c) 40% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2016 and August 2017, (d) 45% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2017 and August 2018, and (e) 50% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after September 2018.

In addition, if on any Distribution Date the current weighted average of the Subordinate Percentages is equal to or greater than two times the initial weighted average of the Subordinate Percentages, and (a) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the Distribution Date in occurring August 2010 cumulative Realized Losses on the Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the Original Subordinate Principal Balance and (ii) after the Distribution Date occurring in August 2010 cumulative Realized Losses on the Mortgage Loans as of the end of the related Prepayment Period do not exceed 30% of the Original Subordinate Principal Balance, then, the Group II Senior Prepayment Percentage for such Distribution Date will equal the Group II Senior Percentage; provided, however, if on such Distribution Date the current weighted average of the Subordinate Percentages is equal to or greater than two times the initial weighted average of the Subordinate Percentages on or prior to the Distribution Date occurring in August 2010 and the above delinquency and loss tests are met, then the Group II Senior Prepayment Percentage for such Distribution Date will equal the Group II Senior Percentage plus 50% of the Group II Subordinate Percentage on such Distribution Date.

Notwithstanding the foregoing, if on any Distribution Date, the percentage, the numerator of which is the aggregate Current Principal Amount of the Senior Certificates of Loan Group II immediately preceding such Distribution Date, and the denominator of which is the Scheduled Principal Balance of the Mortgage Loans in Loan Group II as of the beginning of the related Due Period, exceeds such percentage as of the Cut-off Date, then the Group II Senior Prepayment Percentage for such Distribution Date will equal 100%. On the Distribution Date on which the Current Principal Amounts of the Group II Senior Certificates are reduced to zero, the Group II Senior Prepayment Percentage shall be the minimum percentage sufficient to effect such reduction and thereafter shall be zero.

Group II Subordinate Percentage: On any Distribution Date, 100% minus the Group II Senior Percentage.

Group II Subordinate Prepayment Percentage: With respect to the Group II Mortgage Loans, on any Distribution Date, 100% minus the Group II Senior Prepayment Percentage, except that on any Distribution Date after the Current Principal Amounts of the Group II Senior Certificates have each been reduced to zero, if (a) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%, the Group II Subordinate Prepayment Percentage will equal 100%. If the test set forth in the preceding sentence is not satisfied on any Distribution Date after the Current Principal Amount of the Group II Senior Certificates has each been reduced to zero, then the Group II Subordinate Prepayment Percentage will equal zero for such Distribution Date.

Group III Initial Interest Coverage Deposit: The amount to be paid by the Depositor to the Trustee for deposit in the Group III Interest Coverage Account on the Closing Date, which amount is $1,016,260.

Group III Interest Coverage Account: The account or sub-account established and maintained pursuant to Section 4.07 and which shall be an Eligible Account or a sub-account of an Eligible Account.

Group III Interest Coverage Distribution Amount: With respect to each Distribution Date, an amount equal to (x) the weighted average of the Net Rates on the then outstanding Group III Mortgage Loans, weighted based on the Scheduled Principal Balances of such Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Scheduled Principal Balances of such Mortgage Loans on such Due Date, multiplied by (y) the sum of (A) the Group III Remaining Pre-Funded Amount outstanding at the end of the related Due Period and (B) the aggregate Scheduled Principal Balance of the Group III Subsequent Mortgage Loans that do not have a Subsequent Cut-off Date prior to the end of the related Due Period, transferred to the Trust during the related Due Period.

Group III Loss Allocation Limitation: The meaning specified in Section 6.02(c) hereof.

Group III Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan Schedule. For purposes of interpreting the provisions in this Agreement containing the term “Group III Mortgage Loan” or “Loan Group III”, each reference to “Group III Mortgage Loans” or “Loan Group III”, other than that contained in the definition of “Group III Interest Coverage Distribution Amount”, shall be deemed to include references to the Group III Remaining Pre-Funded Amount and (without duplication) the Group III Subsequent Mortgage Loans included in Loan Group III, in each case for the relevant determination date.

Group III Pre-Funded Amount: $73,874,999.89.

Group III Pre-Funding Account: The account or sub-account established and maintained pursuant to Section 4.06(a) and which shall be an Eligible Account or a sub-account of an Eligible Account.

Group III Pre-Funding Period: The period from the Closing Date until the earlier of (i) the date on which the amount on deposit in the Group III Pre-Funding Account (exclusive of investment income) is reduced to zero and (ii) November 15, 2007.

Group III Remaining Pre-Funded Amount: An amount equal to the Group III Pre-Funded Amount minus the amount equal to 100% of the aggregate Scheduled Principal Balance of the subsequent mortgage loans in Loan Group III transferred to the issuing entity during the Group III Pre-Funding Period.

Group III Senior Certificates: Any of the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates.

Group III Senior Percentage: For Loan Group III, initially, 96.25%. On any Distribution Date, the lesser of (i) 100% and (ii) the percentage (carried to six places rounded up) obtained by dividing the aggregate Current Principal Amount of the Group III Senior Certificates immediately preceding such Distribution Date by the aggregate Scheduled Principal Balance of the Group III Mortgage Loans as of the beginning of the related Due Period.

Group III Senior Prepayment Percentage: On any Distribution Date occurring during the periods set forth below, as follows:

Period (dates inclusive)		Group III Senior Prepayment Percentage
September 25, 2007– August 25, 2014		100%.
September 25, 2014 – August 25, 2015		Group III Senior Percentage plus 70% of the Group I Subordinate Percentage.
September 25, 2015 – August 25, 2016		Group III Senior Percentage plus 60% of the Group I Subordinate Percentage.
September 25, 2016 – August 25, 2017		Group III Senior Percentage plus 40% of the Group I Subordinate Percentage. .
September 25, 2017 – August 25, 2018		Group III Senior Percentage plus 20% of the Group I Subordinate Percentage.
September 25, 2018 and thereafter		Group III Senior Percentage.

In addition, no reduction of the Group III Senior Prepayment Percentage shall occur on any Distribution Date unless, as of the last day of the month preceding such Distribution Date, (A) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%; and (B) cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2014 and August 2015, (b) 35% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2015 and August 2016, (c) 40% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2016 and August 2017, (d) 45% of the Original Subordinate Principal Balance if such Distribution Date occurs between and including September 2017 and August 2018, and (e) 50% of the Original Subordinate Principal Balance if such Distribution Date occurs during or after September 2018.

In addition, if on any Distribution Date the current weighted average of the Subordinate Percentages is equal to or greater than two times the initial weighted average of the Subordinate Percentages, and (a) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50% and (b)(i) on or prior to the Distribution Date occurring in August 2010 cumulative Realized Losses on the Mortgage Loans as of the end of the related Prepayment Period do not exceed 20% of the Original Subordinate Principal Balance and (ii) after the Distribution Date occurring in August 2010 cumulative Realized Losses on the Mortgage Loans as of the end of the related Prepayment Period do not exceed 30% of the Original Subordinate Principal Balance, then, the Group III Senior Prepayment Percentage for such Distribution Date will equal the Group III Senior Percentage; provided, however, if on such Distribution Date the current weighted average of the Subordinate Percentages is equal to or greater than two times the initial weighted average of the Subordinate Percentages on or prior to the Distribution Date occurring in August 2010 and the above delinquency and loss tests are met, then the Group III Senior Prepayment Percentage for such Distribution Date will equal the Group III Senior Percentage plus 50% of the Group III Subordinate Percentage on such Distribution Date.

Notwithstanding the foregoing, if on any Distribution Date, the percentage, the numerator of which is the aggregate Current Principal Amount of the Senior Certificates of Loan Group III immediately preceding such Distribution Date, and the denominator of which is the Scheduled Principal Balance of the Mortgage Loans in Loan Group III as of the beginning of the related Due Period, exceeds such percentage as of the Cut-off Date, then the Group III Senior Prepayment Percentage for such Distribution Date will equal 100%. On the Distribution Date on which the Current Principal Amounts of the Group III Senior Certificates are reduced to zero, the Group III Senior Prepayment Percentage shall be the minimum percentage sufficient to effect such reduction and thereafter shall be zero.

Group III Subordinate Percentage: On any Distribution Date, 100% minus the Group III Senior Percentage.

Group III Subordinate Prepayment Percentage: With respect to the Group III Mortgage Loans, on any Distribution Date, 100% minus the Group III Senior Prepayment Percentage, except that on any Distribution Date after the Current Principal Amounts of the Group III Senior Certificates have each been reduced to zero, if (a) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (b) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%, the Group III Subordinate Prepayment Percentage will equal 100%. If the test set forth in the preceding sentence is not satisfied on any Distribution Date after the Current Principal Amount of the Group III Senior Certificates has each been reduced to zero, then the Group III Subordinate Prepayment Percentage will equal zero for such Distribution Date.

Group III Subsequent Mortgage Loans: The Group III Mortgage Loans that will be acquired by the Trust during the Group III Pre-Funding Period with amounts on deposit in the Group III Pre-Funding Account, which Group III Mortgage Loans will be held as part of the Trust Fund. Such Mortgage Loans will be transferred and assigned to the Trustee pursuant to the Subsequent Transfer Instrument.

Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that, subject to Subsections 12.02(b) and 12.05(e), solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master Servicer or the Trustee or any Affiliate thereof shall be deemed not to be outstanding and the Fractional Undivided Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Fractional Undivided Interests necessary to effect any such consent has been obtained.

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

Independent: When used with respect to any specified Person, this term means that such Person (a) is in fact independent of the Depositor or the Master Servicer and of any Affiliate of the Depositor or the Master Servicer, (b) does not have any direct financial interest or any material indirect financial interest in the Depositor or the Master Servicer or any Affiliate of the Depositor or the Master Servicer and (c) is not connected with the Depositor or the Master Servicer or any Affiliate as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

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

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 related Custodial Agreement.

Initial Mortgage Loans: The Mortgage Loans transferred and assigned to the Trustee pursuant to Section 2.01 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 Policy: With respect to any Mortgage Loan, any standard hazard insurance policy, flood insurance policy or title insurance policy.

Insurance Proceeds: Amounts paid by the insurer under any Insurance Policy covering any Mortgage Loan or Mortgaged Property other than amounts required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to repair or restore the Mortgaged Property or to reimburse insured expenses.

Interest Accrual Period: With respect to each Distribution Date, for each Class of Certificates, the calendar month preceding the month in which such Distribution Date occurs.

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

Interest Only Certificates: The Class III-X-1 Certificates.

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

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

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

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

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

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

Issuing Entity: Bear Stearns ARM Trust 2007-5.

Lender-Paid PMI Rate: With respect to each Mortgage Loan covered by a lender-paid primary mortgage insurance policy, the amount payable to the related insurer, as stated in the Mortgage Loan Schedule.

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

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

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

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

Loan Group: Loan Group I, Loan Group II and Loan Group III, as applicable.

Loan Group I: The group of Mortgage Loans designated as belonging to Loan Group I on the Mortgage Loan Schedule.

Loan Group II: The group of Mortgage Loans designated as belonging to Loan Group II on the Mortgage Loan Schedule.

Loan Group III: The group of Mortgage Loans designated as belonging to Loan Group III on the Mortgage Loan Schedule. For purposes of interpreting the provisions in this Agreement containing the term “Group III Mortgage Loan” or “Loan Group III”, each reference to “Group III Mortgage Loans” or “Loan Group III”, other than that contained in the definition of “Group III Interest Coverage Distribution Amount”, shall be deemed to include references to the Group III Remaining Pre-Funded Amount and (without duplication) the Group III Subsequent Mortgage Loans included in Loan Group III, in each case for the relevant determination date.

Loan-to-Value Ratio: With respect to any Mortgage Loan, 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 Original Value of the related Mortgaged Property.

Loss Allocation Limitation: The meaning specified in Section 6.02(c) hereof.

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

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

Master Servicer: As of the Closing Date, EMC Mortgage Corporation and, thereafter, its respective successors in interest who meet the qualifications of the Servicing Agreements and this Agreement.

Master Servicer Collection Account: The trust account or accounts created and maintained pursuant to Section 4.02, which shall be denominated “EMC Mortgage Corporation, as Master Servicer for the benefit of Wells Fargo, N.A, in trust for registered Holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-5 – Master Servicer Collection Account.” The Master Servicer Collection Account shall be an Eligible Account.

Master Servicing Compensation: For any Distribution Date, any amounts earned on permitted investments in the Master Servicer Collection Account.

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

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

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

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

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

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

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, or as nominee for any subsequent assignee of the originator pursuant to an assignment of mortgage to MERS.

Monthly Advance: An advance of principal or interest required to be made by the applicable Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 6.05.

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

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

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

Mortgage Loan: The Initial Mortgage Loans and the Group III Subsequent Mortgage Loans held as a part of the Trust Fund, as identified in the Mortgage Loan Schedule (which shall include, without limitation, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto), including a mortgage loan the property securing which has become an REO Property.

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of August 31, 2007, between EMC Mortgage Corporation, as a seller and Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof and supplements thereto, attached as Exhibit J.

Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Trustee to reflect the repurchase or substitute of 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, including the initial Mortgage Loan Schedule being attached hereto as Exhibit B with respect to the Initial Mortgage Loans, and the schedule attached to the Subsequent Transfer Instrument with respect to the Group III Subsequent Mortgage Loans, and each as amended from time to time to reflect the repurchase or substitution of Initial Mortgage Loans or the addition of Subsequent Mortgage Loans pursuant to this Agreement, the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the case may be, setting forth the following information with respect to each Mortgage Loan:

(a) the city, state and zip code of the Mortgaged Property;

(b) the property type;

(d) the Servicing Fee Rate;

(e)	the Trustee Fee Rate;

(f) the LPMI Fee, if applicable;

(g) [reserved];

(h) the Net Rate;

(i) the maturity date;

(j) the stated original term to maturity;

(k) the stated remaining term to maturity;

(l) the original Principal Balance;

(m) the first payment date;

(n) the principal and interest payment in effect as of the Cut-off Date;

(o) the unpaid Principal Balance as of the Cut-off Date;

(p) the Loan-to-Value Ratio at origination;

(q) the insurer of any Primary Mortgage Insurance Policy;

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

(s) the Gross Margin, if applicable;

(t) the next Adjustment Date, if applicable;

(u) the Maximum Mortgage Rate, if applicable;

(v) the Minimum Mortgage Rate, if applicable;

(w) the Periodic Rate Cap, if applicable;

(x) the Loan Group, if applicable;

(y) a code indicating whether the Mortgage Loan is negatively amortizing;

(z) which Mortgage Loans adjust after an initial fixed-rate period of one, two, three, five, seven or ten years or any other period;

(aa) the Prepayment Charge, if any;

(bb) lien position (e.g., first lien or second lien);

(cc) a code indicating whether the Mortgage Loan is has a balloon payment;

(dd) a code indicating whether the Mortgage Loan is an interest-only loan;

(ee) the interest-only term, if applicable;

(ff) the Mortgage Loan Seller;

(gg) a code indicating whether such Mortgage Loan is a mortgage loan which has been pre-funded; and

(hh) the original amortization term.

Such schedule also shall set forth for all of the Mortgage Loans, the total number of Mortgage Loans, the total of each of the amounts described under (n) and (j) above, the weighted average by principal balance as of the Cut-off Date of each of the rates described under (c) through (h) above, and the weighted average remaining term to maturity by unpaid principal balance as of the Cut-off Date.

Mortgage Loan Seller: EMC.

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

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

Mortgagor: The obligor on a Mortgage Note.

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

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

Net Rate: With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time to time less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the rate at which the Lender-Paid PMI Rate is calculated.

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

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

Notional Amount: With respect to the Class III-X-1 Certificates, the Notional Amount of the Class III-X-1 Certificates, as of any date of determination, is equal to the aggregate Current Principal Amount of the Class III-A-1 Certificates and Class III-A-2 Certificates. Reference to the Notional Amount of the Class III-X-1 Certificates is solely for convenience in calculation and does not represent the right to receive any distributions allocable to principal. For federal income tax purposes, however, the Notional Amount of the Class III-X-1 Certificates equals the aggregate Uncertificated Principal Balance of REMIC III Regular Interests III-A-1 and III-A-2.

Offered Certificates: The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class III-X-1, Class R-I, Class R-II, Class R-III, Class B-l, Class B-2 and Class B-3 Certificates.

Offered Subordinate Certificates: The Class B-l, Class B-2 and Class B-3 Certificates.

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

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

Original Subordinate Principal Balance: The sum of the aggregate Current Principal Amounts of each Class of Subordinate Certificates as of the Closing Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

(viii) interests in any money market fund (including any such fund managed or advised by the Trustee or any affiliate thereof) which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable long term rating by each Rating Agency rating such fund, if so rated, 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 rating such fund; provided, however, that no instrument or security shall be a Permitted Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument or if such security provides for payment of both principal and interest with a yield to maturity in excess of 120% of the yield to maturity at par or if such instrument or security is purchased at a price greater than par.

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

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

Physical Certificates: The Residual Certificates and the Private Certificates.

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

Prepayment Period: As to any Distribution Date, the period set forth in the related Servicing Agreement.

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

Principal Prepayment: Any payment (whether partial or full) or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it 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, including Insurance Proceeds and Repurchase Proceeds, but excluding the principal portion of Net Liquidation Proceeds.

Private Certificates: The Class B-4, Class B-5 and Class B-6 Certificates.

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

Purchase Price: With respect to any Mortgage Loan (or any property acquired with respect thereto) (x) required to be repurchased by the Seller pursuant to the Mortgage Loan Purchase Agreement or Article II of this Agreement or (y) that the Seller has a right to purchase pursuant to Section 3.20, an amount equal to the sum of (i)(a) 100% of the Outstanding Principal Balance of such Mortgage Loan as of the date of repurchase (or if the related Mortgaged Property was acquired with respect thereto, 100% of the Outstanding Principal Balance at the date of the acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal Balance at the related Mortgage Interest Rate, through and including the last day of the month of repurchase, plus (c) any unreimbursed Monthly Advances and servicing advances payable to the related Servicer of the Mortgage Loan or to the Master Servicer and (ii) 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.

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

Rating Agencies: Fitch and S&P.

Realized Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid interest thereon payable to the Issuing Entity at the Mortgage Interest Rate through the last day of the month of such liquidation, less (y) the related Net Liquidation Proceeds with respect to such Mortgage Loan and the related Mortgaged Property. In addition, to the extent the Trustee 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 applied to reduce the Current Principal Amount of any Class of Certificates on any Distribution Date. With respect to each Mortgage Loan which is the subject of a Servicing Modification during the calendar month immediately preceding the related Distribution Date, the sum of (a) the total amount of interest and principal which is forgiven with respect to the related Mortgage Loan and (b) the amount of any Monthly Advances and Servicing Advances, to the extent forgiven, made by the related Servicer with respect to such Mortgage Loan which are reimbursable from the Trust to the related Servicer with respect to that Servicing Modification; provided that, the amounts expressed in clause (a) above shall not include the amounts expressed in clause (b) above.

Record Date: With respect to any Distribution Date, the close of business on the last Business Day of the month immediately preceding the month of such Distribution Date.

Regular Certificates: Any of the Certificates other than the Residual Certificates.

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

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

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

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

REMIC: A real estate mortgage investment conduit, as defined in the Code.

REMIC I: That group of assets contained in the Trust Fund related to the Group I Mortgage Loans designated as a REMIC, including (i) the Group I Mortgage Loans, (ii) the portion of the Distribution Account related to the Group I Mortgage Loans, (iii) any REO Property relating to the Group I Mortgage Loans, (iv) the rights with respect to any related Servicing Agreement, (v) the rights with respect to any related Assignment Agreement and (vii) any proceeds of the foregoing.

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

REMIC I Regular Interests: REMIC I Regular Interests I-Sub, I-Grp, II-Sub, II-Grp, III-Sub, III-Grp, ZZZ and R-II/R-III.

REMIC I Subordinated Balance Ratio: The ratio among the Uncertificated Principal Balances of each of the REMIC I Regular Interests ending with the designation “Sub,” equal to the ratio among, with respect to each such REMIC I Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the aggregate Current Principal Amount of the Senior Certificates in the Certificate Group for the related Loan Group.

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

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

REMIC II Regular Interests: REMIC II Regular Interests I-A-1, I-A-2, II-A-1, II-A-2, III-A-1, III-A-2, B-l, B-2, B-3, B-4, B-5, B-6 and R-III.

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

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

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

Reportable Event: As defined in Section 3.18.

Repurchase Proceeds: the Purchase Price in connection with any repurchase of a Mortgage Loan by the Seller and any cash deposit in connection with the substitution of a Mortgage Loan.

Request for Release: A request for release in the form attached hereto as Exhibit D-1 or Exhibit D-2, as applicable.

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

Residual Certificates: Any of the Class R Certificates.

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

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

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

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

Scheduled Principal: The principal portion of any Scheduled Payment.

Scheduled Principal Balance: With respect to any Mortgage Loan on any Distribution Date, (i) the sum of (a) the unpaid principal balance of such Mortgage Loan as of the close of business on the related Due Date (i.e., taking account of the principal payment to be made on such Due Date and irrespective of any delinquency in its payment), as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding occurring after the Cut-off Date (other than a Deficient Valuation) or any moratorium or similar waiver or grace period) and (b) the amount by which the Schedule Principal Balance of the Mortgage Loan has been increased pursuant to a Servicing Modification, less (ii) any Principal Prepayments (including the principal portion of Net Liquidation Proceeds) received during or prior to the related Prepayment Period; provided that the Scheduled Principal Balance of a Liquidated Mortgage Loan is zero.

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

Securities Legend: “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. 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 [in the case of a Residual Certificate:] UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE DEPOSITOR, TRUSTEE AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE [in the case of the Class B-4, Class B-5 and Class B-6:], UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER, ANY 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 OF COUNSEL SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.”

Security Agreement: With respect to a Cooperative Loan, the agreement creating a security interest in favor of the originator in the related Cooperative Stock.

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

Seller: EMC in its capacity as a seller of the Mortgage Loans to the Depositor.

Senior Certificates: The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2 and Class III-X-1 Certificates.

Senior Optimal Principal Amount: The Group I Senior Optimal Principal Amount, Group II Senior Optimal Principal Amount or Group III Senior Optimal Principal Amount, as applicable.

Senior Percentage: The Group I Senior Percentage, Group II Senior Percentage or Group III Senior Percentage, as applicable.

Senior Prepayment Percentage: The Group I Senior Prepayment Percentage, Group II Senior Prepayment Percentage or Group III Senior Prepayment Percentage, as applicable.

Servicer: With respect to each Mortgage Loan, either of Countrywide or EMC and their successors and assigns.

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

Servicing Agreements: The Countrywide Servicing Agreement and EMC Servicing Agreement.

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time, or those Servicing Criteria otherwise mutually agreed to by EMC, the Master Servicer, the Trustee and the applicable Servicer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit M.

Servicing Fee: As to any Mortgage Loan and Distribution Date, an amount equal to the product of (i) the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month and (ii) 1/12^th of the applicable Servicing Fee Rate.

Servicing Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the Mortgage Loan Schedule; provided that with respect to each Mortgage Loan serviced by Countrywide, the initial Servicing Fee Rate of 0.175% per annum will increase by 0.025% per annum after an initial fixed-rate period of seven or ten years, as applicable and as set forth in the Mortgage Loan Schedule.

Servicing Modification: Any modification of a Mortgage Loan which is effected by the related Servicer in accordance with the terms of this Agreement or the related Servicing Agreement.

Servicing Officer: Any officer of the related Servicer or Master Servicer involved in or responsible for the administration and servicing or master servicing, as applicable, of the Mortgage Loans.

Startup Day: August 31, 2007.

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

Subordinate Certificate Writedown Amount: As to any Distribution Date, the amount by which (a) the sum of the Current Principal Amounts of all the Certificates (other than Class R Certificates) (after giving effect to the distribution of principal and the allocation of applicable Realized Losses in reduction of the Current Principal Amounts of the Certificates on such Distribution Date) exceeds (b) the aggregate Scheduled Principal Balances of the Mortgage Loans on the Due Date related to such Distribution Date.

Subordinate Optimal Principal Amount: As to any Distribution Date, an amount equal to the sum, without duplication, of the following for the Group I, Group II and Group III Mortgage Loans (but in no event greater than the aggregate Current Principal Amount of the Subordinate Certificates immediately prior to such Distribution Date):

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

(ii) the applicable Subordinate Prepayment Percentage of the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group that was the subject of a Principal Prepayment in full received by the Servicer during the related Prepayment Period;

(iii) the applicable Subordinate Prepayment Percentage of each Principal Prepayment in part received during the related Prepayment Period with respect to each Mortgage Loan in the related Loan Group;

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

(v) the applicable Subordinate Prepayment Percentage of the sum of (a) the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group which was purchased with respect to such Distribution Date and (b) the difference, if any, between the Scheduled Principal Balance of each Mortgage Loan in the related Loan Group that has been replaced by the Seller with a Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in connection with such Distribution Date over the Scheduled Principal Balance of each such Substitute Mortgage Loan; and

(vi) on the Distribution Date on which the Current Principal Amounts of the Group I Senior Certificates, Group II Senior Certificates or Group III Senior Certificates have all been reduced to zero, 100% of the related Senior Optimal Principal Amount. After the aggregate Current Principal Amount of the Subordinate Certificates has been reduced to zero, the Subordinate Optimal Principal Amount shall be zero.

Subordinate Percentage: The Group I Subordinate Percentage, Group II Subordinate Percentage or Group III Subordinate Percentage, as applicable.

Subordinate Prepayment Percentage: The Group I Subordinate Prepayment Percentage, Group II Subordinate Prepayment Percentage or Group III Subordinate Prepayment Percentage, as applicable.

Subsequent Cut-off Date: With respect to the Group III Subsequent Mortgage Loans sold to the Trust pursuant to a Subsequent Transfer Instrument, the date stated in the Subsequent Mortgage Loan Purchase Agreement.

Subsequent Mortgage Loan Purchase Agreement: The agreement dated as of the Subsequent Transfer Date, between EMC, as seller, and Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof and supplements thereto, regarding the transfer of the Group III Subsequent Mortgage Loans by EMC to Structured Asset Mortgage Investments II Inc., a form of which is attached as Exhibit P.

Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer during the related Due Period 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 Liquidated Mortgage Loan, a Mortgage Loan that has been modified which resulted in a Realized Loss or disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss, after the liquidation or disposition of such Mortgage Loan.

Subsequent Transfer Date: With respect to the Subsequent Transfer Instrument, the date on which the Group III Subsequent Mortgage Loans are sold to the Trust, which date shall be a Business Day.

Subsequent Transfer Instrument: The Subsequent Transfer Instrument, dated as of the Subsequent Transfer Date, executed by the Depositor and the Trustee and substantially in the form attached hereto as Exhibit Q, by which the Group III Subsequent Mortgage Loans are transferred to the Trust Fund.

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

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

Trustee Fee: As to each Mortgage Loan and any Distribution Date an amount equal to 1/12th of the Trustee Fee Rate multiplied by the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs.

Trustee Fee Rate: 0.015% per annum.

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

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

Uncertificated Principal Balance: With respect to any REMIC I Regular Interest and REMIC II Regular Interest as of any Distribution Date, the initial principal amount of such regular interest as set forth in Sections 5.01(c)(i) and (c)(ii), reduced by (i) all amounts distributed on previous Distribution Dates on such regular interest with respect to principal, and (ii) the principal portion of all Realized Losses allocated prior to such Distribution Date to such regular interest, taking account of the applicable Loss Allocation Limitation.

Underlying Seller: With respect to each Mortgage Loan, any of Countrywide, Taylor, Bean Mortgage Corp., EMC Mortgage Corporation, or Bear Stearns Residential Mortgage Corporation, as indicated on the Mortgage Loan Schedule.

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

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

Wells Fargo: Wells Fargo Bank, N.A.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans to Trustee.

(a) The Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Initial Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Distribution Account maintained by the Trustee, (iii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account maintained by the Master Servicer, (iv) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts and the Trustee in the Distribution Account, (v) any REO Property, (vi) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vii) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (viii) the rights with respect to the Servicing Agreements as assigned to the Trustee on behalf of the Certificateholders by the Assignment Agreements and (ix) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law. The Depositor, the Seller, the Master Servicer and the Trustee agree that it is not intended that any mortgage loan be conveyed to the Trust that is a “High-Cost Home Loan” as defined by applicable predatory lending laws.

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

(i) the original Mortgage Note, endorsed without recourse (A) to the order of the Trustee or in blank, 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 related originator, at the time they made the initial endorsement, to the last endorsee up to and including the point the Sponsor acquired such Mortgage Loan;

(ii) the original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded (or, for Mortgage Loans other than the EMC Flow Loans, if the original is not available, a copy), with evidence of such recording indicated thereon (or if clause (w) in the proviso below applies, shall be in recordable form); provided however that with respect to Mortgage Loans serviced by Wells Fargo, as applicable, the Depositor shall only deliver the original mortgage note and recorded orginal assignment to the related Custodian, on behalf of the Trustee, upon the Closing Date.

(iii) unless the Mortgage Loan is registered on the MERS® System, the original assignment to blank, or the assignment (either an original or a certified copy which may be in the form of a blanket assignment if permitted in the jurisdiction in which the Mortgaged Property is located) to “Wells Fargo Bank, N.A., as Trustee”, with evidence of recording with respect to each Mortgage Loan in the name of the Trustee thereon (or if clause (w) in the proviso below applies or for Mortgage Loans with respect to which the related Mortgaged Property is located in a state other than Maryland or an Opinion of Counsel has been provided as set forth in this Section 2.01(b), shall be in recordable form);

(iv) all intervening assignments of the Security Instrument, if applicable, with evidence of recording thereon;

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

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

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

provided, however, that in lieu of the foregoing, the Depositor may deliver to the related Custodian, on behalf of the Trustee, the following documents, under the circumstances set forth below: (w) in lieu of the original Security Instrument, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will, upon receipt of recording information relating to the Security Instrument required to be included thereon, be delivered to recording offices for recording and have not been returned to the Depositor in time to permit their delivery as specified above, the Depositor may deliver, or cause to be delivered, a true copy thereof with a stamp on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original”; (x) in lieu of the Security Instrument, assignment to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification to such effect) the Depositor may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; (y) in lieu of the Mortgage Notes relating to the Mortgage Loans identified on Exhibit 5 to the Mortgage Loan Purchase Agreement, the Depositor may deliver lost note affidavits from the Seller; and (z) the Depositor shall not be required to deliver intervening assignments or Mortgage Note endorsements between the related Underlying Seller and the Seller, between the Seller and the Depositor, and between the Depositor and the Trustee; 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 or the related Custodian, on its behalf, a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Master Servicer Collection Account on the Closing Date. The Depositor shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) to the Trustee or the related Custodian, on its behalf, promptly after they are received. The Depositor shall cause the Seller, at its expense, to cause each assignment of the Security Instrument to the Trustee to be recorded not later than 180 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies or an Opinion of Counsel addressed to the Trustee has been provided to the Trustee (with a copy to the related Custodian) which states that recordation of such Security Instrument is not required to protect the interests of the Certificateholders in the related Mortgage Loans or (b) 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 Seller and its successor and assigns; provided, however, notwithstanding the foregoing, each assignment shall be submitted for recording by the Seller in the manner described above, at no expense to the Trust or the Trustee or the related Custodian, on its behalf, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust, (ii) the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller and (iv) the occurrence of a servicing transfer as described in Section 8.02 hereof.

Section 2.02 Acceptance of Mortgage Loans by Trustee.

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

(b) No later than 180 days after the Closing Date, or within 90 days of the Subsequent Transfer Date with respect to the Group III Subsequent Mortgage Loans (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or the related Custodian thereof), the Trustee or the related Custodian, on its behalf, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor, the Seller, the Master Servicer and the Trustee a Final Certification substantially in the form of Exhibit Three to the related Custodial Agreement. In conducting such review, the Trustee or the related Custodian, on its behalf, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the related Custodian, on its behalf, finds a Material Defect, the Trustee or the related Custodian, on its behalf, shall, upon completion of the review of all files, but in no event later than 180 days after the Closing Date, notify the Seller (provided, however, that with respect to those documents described in subsections (b)(iv), (v) and (vii) of Section 2.01, the Trustee’s and the related Custodian’s obligations shall extend only to the documents actually delivered to the related Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the related Custodian, on its behalf, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the related Custodian’s notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Purchase Price, provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan, if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the related Custodian, on its behalf, shall be effected by the Seller within thirty days of its receipt of the original recorded document.

(c) In the event that a Mortgage Loan is purchased by the Seller in accordance with Subsections 2.02(a) or (b) above, the Seller shall remit to the Master Servicer the Purchase Price for deposit in the Master Servicer Collection Account and the Seller shall provide the Trustee written notification detailing the components of the Purchase Price. Upon deposit of the Purchase Price in the Master Servicer Collection Account, the Depositor shall notify the Trustee and the related Custodian, on behalf of the Trustee (upon receipt of a Request for Release in the form of Exhibit D-1 or Exhibit D-2 attached hereto, as applicable, with respect to such Mortgage Loan), shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Seller, as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Purchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by the Depositor in a form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies of such amendment and furnish a copy of the amended Mortgage Loan Schedule to the Master Servicer and the related Custodian. To enable the Trustee to amend the Mortgage Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion pursuant to this Section 2.02, promptly notify the Trustee whether it intends either to repurchase, or to substitute for, the Mortgage Loan affected by such breach. The obligation of the Seller to repurchase or substitute for any Mortgage Loan a Substitute Mortgage Loan as to which such a defect in a constituent document exists shall be the sole remedy respecting such defect available to the Certificateholders or to the Trustee on their behalf.

Section 2.03 Assignment of Interest in the Mortgage Loan Purchase Agreement.

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

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

In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03, the Seller shall, or cause the related Servicer to, furnish to the Trustee an Officer’s Certificate, signed by a duly authorized officer of the Seller or the related Servicer, as the case may be, to the effect that such repurchase has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase have been satisfied, including the delivery to the Master Servicer of the Purchase Price for deposit into the Master Servicer Collection Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release. Solely for purposes of the Trustee providing an Assessment of Compliance, upon receipt of such documentation, the Trustee shall approve such repurchase and which approval shall consist solely of the Trustee’s receipt of such documentation and deposits. It is understood and agreed that the obligation under this Agreement of the Seller to repurchase any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee.

Section 2.04 Substitution of Mortgage Loans.

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

In connection with any substitution of a Mortgage Loan pursuant to this Section 2.04, the Seller shall, or cause the related Servicer to, furnish to the Trustee and the Master Servicer an Officer’s Certificate, signed by a duly authorized officer of the Seller or the related Servicer, as the case may be, to the effect that such substitution has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such substitution have been satisfied, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release. Solely for purposes of the Trustee providing an Assessment of Compliance, upon receipt of such documentation, the Trustee shall approve such substitution and which approval shall be based solely on the Trustee’s receipt of such documentation and deposits. It is understood and agreed that the obligation under this Agreement of the Seller to substitute any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee.

Section 2.05 Issuance of Certificates.

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

(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 Group I Mortgage Loans and the other assets of REMIC I for the benefit of the holders of the REMIC I Interests. The Trustee acknowledges receipt of such assets and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC I Interests.

(c) 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 Interests. 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 Interests.

(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 REMIC II Regular Interests and the other assets of REMIC III for the benefit of the Holders of the Certificates (other than the Class R-I Certificates and Class R-II 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 Certificates (other than the Class R-I Certificates and the Class R-II Certificates).

Section 2.06 Representations and Warranties Concerning the Depositor.

The Depositor hereby represents and warrants to the Trustee and the Master Servicer as follows:

(i) the Depositor (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Depositor’s business as presently conducted or on the Depositor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(ii) the Depositor has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(iii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the articles of incorporation or by-laws of the Depositor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Depositor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;

(v) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);

(vi) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect the Depositor’s ability to enter into this Agreement or perform its obligations under this Agreement; and the Depositor is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement;

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

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

Section 2.07 Purposes and Powers of the Trust.

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

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

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

(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. The trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding.

Section 2.08 Delivery of Opinion of Counsel in Connection with Substitutions and Purchases.

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, 2.03 or 2.04 shall be made unless the Seller delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of REMIC I, REMIC II or REMIC III, or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any of REMIC I, REMIC II or REMIC III 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, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or default becoming reasonably foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Section 2.09 Conveyance of the Group III Subsequent Mortgage Loans.

(a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the written order of the Depositor of all or a portion of the balance of funds in the Group III Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date, sell, transfer, assign, set over and convey without recourse to the Trust Fund (subject to the other terms and provisions of this Agreement) all its right, title and interest in and to (i) the Group III Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Group III Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Seller reserves and retains all right, title and interest in and to principal received and interest accruing on such Group III Subsequent Mortgage Loans prior to the Subsequent Cut-off Date. The transfer to the Trustee for deposit in Loan Group III by the Depositor of the Group III Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Seller, the Master Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Group III Subsequent Mortgage Loans by the Depositor to the Trust. The related Mortgage File for each Group III Subsequent Mortgage Loan shall be delivered to the Custodian, on behalf of the Trustee, as its agent, at least three Business Days prior to the Subsequent Transfer Date.

The purchase price paid by the Trustee, from amounts released from the Group III Pre-Funding Account shall be 100% of the aggregate Scheduled Principal Balance of the Group III Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

(b) The Depositor shall transfer to the Trustee for deposit in Loan III, the Group III Subsequent Mortgage Loans, and the other property and rights related thereto as described in paragraph (a) above, and the Trustee, shall release funds from the Group III Pre-Funding Account only upon the satisfaction of each of the following conditions on or prior to the Subsequent Transfer Date:

(i) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the III Subsequent Mortgage Loans, and the Seller shall cause to be delivered a computer file containing such Mortgage Loan Schedule to the Trustee and the Master Servicer at least three Business Days prior to the related Subsequent Transfer Date;

(ii) as of the Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit Q, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency with respect to it:

(iii) such sale and transfer shall not result in a material adverse tax consequence to the Trust or the Certificateholders;

(iv) the Group III Pre-Funding Period shall not have terminated;

(v) the Depositor shall not have selected the Group III Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;

(vi) the Depositor shall have received an acknowledgment from each Rating Agency that the conveyance of the Group III Subsequent Mortgage Loans does not result in a reduction or withdrawal of any ratings assigned to the Group III Certificates by the Rating Agencies, provided that, in the case of S&P, such acknowledgement shall be a written acknowledgement;

(vii) the Trustee and the Rating Agencies are provided with an Opinion of Counsel, at the expense of the Depositor, stating that each REMIC in the Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Group III Subsequent Mortgage Loans, to be delivered as provided pursuant to this Section 2.09;

(viii) the Rating Agencies and the Trustee are provided with an Opinion of Counsel, at the expense of the Depositor, confirming that the transfer of the Group III Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date is a true sale, to be delivered as provided pursuant to this Section 2.09;

(ix) the Depositor shall have furnished to the related Servicer, no later than three Business Days prior to the Subsequent Transfer Date, (x) if the servicer or servicers of such Subsequent Mortgage Loans are existing Servicers, then a written acknowledgement of each such Servicer that it is servicing such Group III Subsequent Mortgage Loans pursuant to the related Servicing Agreement, or (y) if the servicer or servicers are not existing Servicers, then a Servicing Agreement and Assignment, Assumption and Recognition Agreement with respect to such servicer or servicers in form and substance reasonably satisfactory to the Master Servicer; and

(x) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Group III Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Group III Subsequent Mortgage Loans.

(c) The Trustee shall be entitled to rely upon the confirmation made by the Depositor pursuant to the related Subsequent Transfer Instrument and the Opinions of Counsel delivered pursuant to clauses (b)(vii) and (viii) above in determining that the condition precedents are met for the release of funds from the Group III Pre-Funding Account.

ARTICLE III

ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS; SECURITIES AND EXCHANGE COMMISSION REPORTING

Section 3.01 Master Servicer.

The Master Servicer shall, from and after the Closing Date, supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Mortgage Loans in accordance with the terms of the applicable Servicing Agreements and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under its applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Mortgage Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, the Master Servicer shall provide a report in the form of a computer readable magnetic tape (or by such other means as the Master Servicer and the Trustee may agree from time to time) containing such data and information, as agreed to by the Master Servicer and the Trustee such as to permit the Trustee to prepare the statements specified in Section 6.04 by 12:00 p.m. Central Standard Time on the 5^th Business Day prior to each Distribution Date, and prepare any other information and statements required to be forwarded by the Master Servicer hereunder; provided, however, in no event shall the Master Servicer be required to provide such information to the Trustee earlier than 12:00 p.m. Central Standard Time on the 19^th calendar day of the month. The Master Servicer shall reconcile the results of its Mortgage Loan monitoring with the actual remittances of the Servicers to the Master Servicer pursuant to the applicable Servicing Agreements. The Master Servicer shall be entitled to conclusively rely on the Mortgage Loan data provided by the related Servicer and shall have no liability for any errors in such Mortgage Loan data.

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

In connection with any such Servicing Modification, the related Servicer may reimburse itself from the Trust for any outstanding Advances and Servicing Advances at the time of the modification to the extent interest and principal is forgiven or Servicing Advances are reimbursed. Any such reimbursement shall occur during the same calendar month as the Servicing Modification, and, to the extent such Advance or Servicing Advance is forgiven, any such reimbursement will be treated as a Realized Loss which will be incurred on the Distribution Date related to the calendar month during which the Servicing Modification occurred. To the extent Advances and Servicing Advances or other amounts owed the Servicer are capitalized, the related Servicer may reimburse itself from such arrearages on a first priority basis.

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

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

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

Section 3.02 REMIC-Related Covenants.

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

Section 3.03 Monitoring of Servicers.

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

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

(b) To the extent that the costs and expenses of the Master Servicer or the Trustee, as applicable, related to any termination of a Servicer, or the enforcement or prosecution or related claims, rights or remedies or the appointment of a successor servicer or the transfer and assumption of servicing by the Master Servicer with respect to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an evaluation of the potential termination of a Servicer as a result of an event of default by such Servicer and (ii) all costs and expenses associated with the complete transfer of servicing, including all servicing files and all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with the related Servicing Agreement) are not fully and timely reimbursed by the terminated Servicer, the Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such costs and expenses from the Distribution Account, pursuant to Section 4.05.

(c) The Master Servicer shall require each Servicer to comply with the remittance requirements and other obligations set forth in the related Servicing Agreements.

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

Section 3.04 Fidelity Bond.

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

Section 3.05 Power to Act; Procedures.

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

Section 3.06 Due-on-Sale Clauses; Assumption Agreements.

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

Section 3.07 Release of Mortgage Files.

(a) Upon becoming aware of the payment in full of any Mortgage Loan, or the receipt by any Servicer of a notification that payment in full has been escrowed in a manner customary for such purposes for payment to Certificateholders on the next Distribution Date, the Servicer will, if required under the applicable Servicing Agreement (or if the Servicer does not, the Master Servicer may), promptly furnish to the related Custodian, on behalf of the Trustee, two copies of a certification substantially in the form of Exhibit D-1 or Exhibit D-2, as applicable, (or as otherwise provided in the related Custodial Agreement) hereto signed by a Servicing Officer or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Protected Account maintained by the applicable Servicer pursuant to Section 4.01 or by the applicable Servicer pursuant to its Servicing Agreement have been or will be so deposited) and shall request that the related Custodian, on behalf of the Trustee, deliver to the applicable Servicer the related Mortgage File. Upon receipt of such certification and request, the related Custodian, on behalf of the Trustee, shall promptly release the related Mortgage File to the applicable Servicer and the Trustee and the related Custodian shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, each Servicer is authorized, to give, as agent for the Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage without recourse) regarding the Mortgaged Property subject to the Mortgage, which instrument of satisfaction or assignment, as the case may be, shall be delivered to the Person or Persons entitled thereto against receipt therefor of such payment, it being understood and agreed that no expenses incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the Protected Account.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan and in accordance with the applicable Servicing Agreement, upon written instruction from such Servicer or the Master Servicer, the Trustee shall execute such documents as shall be prepared and furnished to the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable to the Trustee) and as are necessary to the prosecution of any such proceedings. The related Custodian, on behalf of the Trustee, shall, upon the request of a Servicer or the Master Servicer, and delivery to the related Custodian, on behalf of the Trustee, of two copies of a request for release signed by a Servicing Officer substantially in the form of Exhibit D-1 or Exhibit D-2, as applicable, (or in a mutually agreeable electronic format which will, in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage File held in its possession or control to the Servicer or the Master Servicer, as applicable. Such trust receipt shall obligate the Servicer or the Master Servicer to return the Mortgage File to the related Custodian on behalf of the Trustee, when the need therefor by the Servicer or the Master Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the Mortgage File shall be released by the related Custodian, on behalf of the Trustee, to the Servicer or the Master Servicer.

Section 3.08 Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.

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

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

Section 3.09 Standard Hazard Insurance and Flood Insurance Policies.

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

(b) Pursuant to Section 4.01 and 4.02, any amounts collected by the Servicers or the Master Servicer, or by any Servicer, under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be deposited into the Master Servicer Collection Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or any Servicer in maintaining any such insurance if the Mortgagor defaults in its obligation to do so shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Section 4.03.

Section 3.10 Presentment of Claims and Collection of Proceeds.

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

Section 3.11 Maintenance of the Primary Mortgage Insurance Policies.

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

(b) The Master Servicer agrees to present, or to cause each Servicer (to the extent required under the related Servicing Agreement) to present, on behalf of the Trustee and the Certificateholders, claims to the insurer under any Primary Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.04, any amounts collected by the Master Servicer or any Servicer under any Primary Mortgage Insurance Policies shall be deposited in the Master Servicer Collection Account, subject to withdrawal pursuant to Sections 4.03.

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

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

Section 3.13 Realization Upon Defaulted Mortgage Loans.

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

Section 3.14 Compensation for the Master Servicer.

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

Section 3.15 REO Property.

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

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

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

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

Section 3.16 Annual Statement as to Compliance.

(a) The Master Servicer and the Trustee shall deliver (or otherwise make available) to the Depositor and the Trustee not later than March 15th of each calendar year beginning in 2008, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall enforce the obligations of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver a similar Annual Statement of Compliance by that Servicer to the Depositor and the Trustee as described above as and when required with respect to the Master Servicer. In the event that certain servicing responsibilities with respect to any Mortgage Loan have been delegated by the Master Servicer, the Trustee or a Servicer to a subservicer or subcontractor, each such entity shall cause such subservicer or subcontractor (and with respect to each Servicer, the Master Servicer shall enforce the obligation of such Servicer to the extent required under the related Servicing Agreement) to deliver a similar Annual Statement of Compliance by such subservicer or subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Master Servicer or the related Servicer (as the case may be). The Master Servicer shall deliver to the Trustee any such Annual Statement of Compliance received from a Servicer or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, within ten Business Days of such receipt but in no event later than the 15^th day of March for each year for which a Report on Form 10-K is required to be filed with respect to the Trust Fund.

(b) Failure of the Master Servicer to comply with this Section 3.16 (including with respect to the timeframes required herein) shall be deemed an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall be deemed a default and the Trustee at the written 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 of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Section 3.17 Assessments of Compliance and Attestation Reports.

Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodians (to the extent set forth in this Section) (each, an “Attesting Party”) shall deliver (or otherwise make available) to the Master Servicer, the Trustee and the Depositor on or before March 15th of each calendar year beginning in 2008, a report regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:

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

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

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

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

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

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

On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.

The Master Servicer shall enforce the obligation of each Servicer to deliver to the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. In addition, each of the Master Servicer and the Trustee shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer or the Trustee, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, Master Servicer or Securities Trustee, as applicable, to deliver to the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided under the term of the related Servicing Agreement. Pursuant to each of the Servicing Agreements, the related Servicer, or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, is obligated to provide such Assessment of Compliance and Attestation Report on the 1^st of March and in no event later than the 15^th of March each year that the related Mortgage Loans are serviced under the applicable Servicing Agreement. The Master Servicer shall deliver to the Trustee any such Assessment of Compliance and Attestation Report received from a Servicer or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, within two business days of such receipt but in no event later than two Business Days following the 15^th day of March for each year for which a Report on Form 10-K is required to be filed with respect to the Trust Fund. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The Trustee shall confirm that each of the Assessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth in Exhibit M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance and Attestation Report is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.

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

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

Section 3.18 Reports Filed with Securities and Exchange Commission.

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

(B) Within five (5) calendar days after the related Distribution Date, (i) the parties set forth in Exhibit N shall be required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section 3.18(a)(iv) below, to the Trustee and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible format, or in such other 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. Subject to the foregoing, the Trustee has no duty under this Agreement to monitor or enforce the performance by the other parties listed on Exhibit O of their duties under this paragraph or to proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this Section.

(C) After preparing the Form 10-D, the Trustee shall forward electronically a copy of the Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Trustee forwards a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such Form 10-D is in final form and the Trustee may proceed with obtaining the execution of and filing the Form 10-D. No later than the 13th calendar day after the related Distribution Date, a duly authorized officer of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee shall follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee shall make available on its internet website identified in Section 6.04 a final executed copy of each Form 10-D filed by the Trustee. The signing party for the Master Servicer can be contacted as set forth in Section 12.07. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. The Depositor shall notify the Trustee in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D, if the answer to the questions should be “no”. The Trustee shall be entitled to rely on the representations in Section 2.06(vii) and in any such notice in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trustee of their respective duties under Sections 3.18(a)(i) and (v) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections. Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from a party’s failure to deliver, on a timely basis, any information from such party needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

(ii) (A) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee shall prepare and file, at the direction of the Depositor, 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 N to the Trustee and the Depositor and approved for inclusion by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information absent such reporting (other than in the case where the Trustee is the reporting party as set forth in Exhibit N) and approval.

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

(C) After preparing the Form 8-K, the Trustee shall forward electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, a duly authorized officer of the Master Servicer shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trustee. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event (provided that, the Trustee forwards a copy of the Form 8-K no later than noon New York time on the third Business Day after the Reportable Event), the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such Form 8-K is in final form and the Trustee may proceed with obtaining the execution of and filing the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trustee shall follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee shall, make available on its internet website a final executed copy of each Form 8-K filed by the Trustee. The signing party at the Master Servicer can be contacted as set forth in Section 12.07. The parties to this Agreement acknowledge that the performance by Master Servicer and the Trustee of their respective duties under this Section 3.18(a)(ii) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 3.18(a)(ii). Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from a party’s failure to deliver on a timely basis, any information from such party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.

(iii) (A) 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 2008, the Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable timeframes set forth in this Agreement, (I) an annual compliance statement for each Servicer, the Master Servicer, the Trustee and any subservicer or subcontractor, as applicable, as described under Section 3.16, (II)(A) the annual reports on assessment of compliance with Servicing Criteria for the Master Servicer, each Servicer, each subservicer and subcontractor participating in the servicing function, the Trustee and the Custodians, as described under Section 3.17, and (B) if any such report on assessment of compliance with Servicing Criteria described under Section 3.17 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such report on assessment of compliance with Servicing Criteria described under Section 3.17 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (III)(A) the registered public accounting firm attestation report for the Master Servicer, each Servicer, the Trustee, each subservicer, each subcontractor, as applicable, and the Custodians, as described under Section 3.17, and (B) if any registered public accounting firm attestation report described under Section 3.17 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (IV) a Sarbanes-Oxley Certification as described in Section 3.18 (a)(iii)(D) below (provided, however, that the Trustee, at its discretion, may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (I) through (IV) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be, pursuant to the paragraph immediately below, reported by the parties set forth on Exhibit N to the Trustee and the Depositor and approved for inclusion by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than in the case where the Trustee is the reporting party as set forth in Exhibit N) and approval.

(B) No later than March 15th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit N shall be required to provide, and the Master Servicer shall enforce the obligations of each Servicer (to the extent provided in the related Servicing Agreement) to provide, pursuant to Section 3.18(a)(iv) below to the Trustee and the Depositor, to the extent known by a responsible officer thereof, in EDGAR-compatible format, or in such other 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 shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.

(C) After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Depositor (only in the case where such Form 10-K includes Additional Form 10-K Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within three Business Days after receipt of such copy, but no later than March 25th (provided that, the Trustee forwards a copy of the Form 10-K no later than the third Business Day prior to March 25th), the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such Form 10-K is in final form and the Trustee may proceed with obtaining the execution of and filing the Form 10-K. No later than the close of business Eastern Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing with the Commission, the Trustee shall make available on its internet website a final executed copy of each Form 10-K filed by the Trustee. The signing party for the Master Servicer can be contacted as set forth in Section 12.07. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. The Depositor shall notify the Trustee in writing, no later than March 15^th of each year in which the Trust is subject to the requirements of the Exchange Act with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no”. The Trustee shall be entitled to rely on the representations in Section 2.06(vii) and in any such notice in preparing, executing and/or filing any such report. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trustee of their respective duties under Sections 3.18(a)(iv) and (v) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections and Sections 3.16 and Section 3.17. Neither the Master Servicer nor the Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer’s or 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.

(D) Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”) required to be included therewith pursuant to the Sarbanes-Oxley Act which shall be signed by the Certifying Person and delivered to the Trustee no later than March 15th of each year in which the Trust is subject to the reporting requirements of the Exchange Act. The Master Servicer shall cause any Servicer, and any subservicer or subcontractor engaged by it to provide to the Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act (or such other date specified in the related Servicing Agreement) and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit L, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, the Trustee shall sign a Back-Up Certification substantially in the form of Exhibit L; provided, however, that the Trustee shall not be required to undertake an analysis of any accountant’s report attached as an exhibit to the Form 10-K. An officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted as set forth in Section 12.07.

(iv) With respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or any Form 8-K Disclosure Information (collectively, the “Additional Disclosure”) relating to the Trust Fund, the Trustee’s obligation to include such Additional Information in the applicable Exchange Act Report is subject to receipt from the entity that is indicated in Exhibit N as the responsible party for providing that information, if other than the Trustee, as and when required as described in Section 3.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied by a notice substantially in the form of Exhibit O. Each of the Master Servicer, the Seller, the Trustee and the Depositor hereby agrees to notify and provide, and the Master Servicer agrees to enforce the obligations (to the extent provided in the related Servicing Agreement) of each Servicer to notify and provide, to the extent known to the Master Servicer, the Seller, the Trustee and the Depositor all Additional Disclosure relating to the Trust Fund, with respect to which such party is indicated in Exhibit N as the responsible party for providing that information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Disclosure information pursuant to this Section.

So long as the Depositor is subject to the filing requirements of the Exchange Act with respect to the Trust Fund, the Trustee shall notify the Depositor of any bankruptcy or receivership with respect to the Trustee or of any proceedings of the type described under Item 1117 of Regulation AB that have occurred as of the related Due Period, together with a description thereof, no later than the date on which such information is required of other parties hereto as set forth under this Section 3.18. In addition, the Trustee shall notify the Depositor of any affiliations or relationships that develop after the Closing Date between the Trustee and the Depositor, the Seller, the Master Servicer or the Custodians of the type described under Item 1119 of Regulation AB, together with a description thereof, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008. Should the identification of any of the Depositor, the Seller, the Trustee, the Master Servicer or the Custodians change, the Depositor shall promptly notify the Trustee in writing.

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

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

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

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

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

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

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

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

(e) Notwithstanding the provisions of Section 12.02, this Section 3.18 may be amended without the consent of the Certificateholders.

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

Section 3.19 UCC.

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

Section 3.20 Optional Purchase of Defaulted Mortgage Loans.

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

In addition, EMC shall have the right, but not the obligation, to purchase any Mortgage Loan from the Trust for which (i) the initial Scheduled Payment due to the Seller or (ii) the initial Scheduled Payment due to the Trust becomes thirty (30) days Delinquent; provided however, such optional purchase shall be exercised no later than the 270^thday after such Mortgage Loan is subject to such optional purchase.Such purchase shall be made at a price equal to the Purchase Price. This right may be assigned by EMC to a third party, including a holder of a Class of Certificates.

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

Section 3.21 Intention of the Parties and Interpretation.

Each of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17 and 3.18 of this Agreement is to facilitate compliance by the Seller, the Depositor, the Trustee and the Master Servicer with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance provided by the Commission in respect of the requirements of Regulation AB, (c) the parties shall comply with reasonable requests made by the Seller, the Depositor, the Master Servicer or the Trustee for delivery of additional or different information as the Seller, the Depositor, the Master Servicer or the Trustee 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 obligations of the parties to this transaction as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

ARTICLE IV

ACCOUNTS

Section 4.01 Protected Accounts.

(a) The Master Servicer shall enforce the obligation of each Servicer to establish and maintain a Protected Account in accordance with the applicable Servicing Agreement, with records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited within 48 hours (or as of such other time specified in the related Servicing Agreement) of receipt, all collections of principal and interest on any Mortgage Loan and any REO Property received by a Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made from the Servicer’s own funds (less servicing compensation as permitted by the applicable Servicing Agreement in the case of any Servicer) and all other amounts to be deposited in the Protected Account. The Servicer is hereby authorized to make withdrawals from and deposits to the related Protected Account for purposes required or permitted by this Agreement and the related Servicing Agreement. To the extent provided in the related Servicing Agreement, the Protected Account shall be held by a Designated Depository Institution and segregated on the books of such institution in the name of the Trustee for the benefit of Certificateholders.

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

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

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

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

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

(iv) Any amount to be used as a Monthly Advance or any Compensating Interest Payments.

(d) Withdrawals may be made from an Account only to make remittances or reimbursements as provided in Section 4.01(c), 4.03, 4.04 and 4.05; to reimburse the Master Servicer or a Servicer for Monthly Advances which have been recovered by subsequent collections from the related Mortgagor; to remove amounts deposited in error; to remove fees, charges or other such amounts deposited on a temporary basis; or to clear and terminate the account at the termination of this Agreement in accordance with Section 10.01. As provided in Sections 4.01(a) and 4.03 certain amounts otherwise due to the Servicers may be retained by them and need not be deposited in the Master Servicer Collection Account.

Section 4.02 Master Servicer Collection Account.

The Master Servicer shall establish and maintain in the name of the Trustee, for the benefit of the Holders of the Certificates, the Master Servicer Collection Account as a segregated trust account or accounts. The Master Servicer Collection Account shall be an Eligible Account. The Master Servicer will deposit in the Master Servicer Collection Account as identified by the Master Servicer and as received by the Master Servicer, the following amounts:

(i) any amounts withdrawn from a Protected Account;

(ii) any Advance and any Compensating Interest Payments;

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

(iv) The Purchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 hereof, any amounts which are to be treated pursuant to Section 2.04 of this Agreement as the payment of a Purchase Price in connection with the tender of a Substitute Mortgage Loan by the Seller, the Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Section 3.20, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Depositor or its designee pursuant to Section 10.01;

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

(vi) any other amounts received by or on behalf of the Master Servicer or the Trustee and required to be deposited in the Master Servicer Collection Account pursuant to this Agreement.

All amounts deposited to the Master Servicer Collection Account shall be held by the Master Servicer in the name of the Trustee in trust for the benefit of the Certificateholders in accordance with the terms and provisions of this Agreement. The requirements for crediting the Master Servicer Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges need not be credited by the Master Servicer or the related Servicer to the Protected Account or the Master Servicer Collection Account, as applicable. Reconciliations will be prepared for the Master Servicing Collection Account within 45 calendar days after the bank statement cut-off date. In the event that the Master Servicer shall deposit or cause to be deposited in the Distribution Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.

Section 4.03 Permitted Withdrawals From the Master Servicer Collection Account.

The Master Servicer may from time to time make withdrawals from the Master Servicer Collection Account for the following purposes:

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

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

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

(iv) to reimburse the Master Servicer or a Servicer for advances of funds pursuant to this Agreement or the related Servicing Agreement, and the right to reimbursement pursuant to this subclause being limited to amounts received on the related Mortgage Loan (including, for this purpose, the Purchase Price therefor, Insurance Proceeds and Liquidation Proceeds) which represent late recoveries of the payments for which such advances were made;

(v) to reimburse the Master Servicer or a Servicer for any Advance or advance, after a Realized Loss has been allocated with respect to the related Mortgage Loan if the Advance or advance has not been reimbursed pursuant to clauses (i) through (iv);

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

(vii) to reimburse the Master Servicer for expenses, costs and liabilities incurred by and reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d) and 12.03 or otherwise reimbursable to it pursuant to this Agreement;

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

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

(x) the Purchase Price with respect to any Mortgage Loans purchased by the Seller pursuant to Section 2.02 or 2.03, any amounts which are to be treated pursuant to Section 4.05 of this Agreement as the payment of such a Purchase Price, the Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant to Section 3.20, and all proceeds of any Mortgage Loans or property acquired with respect thereto repurchased by the Seller or its designee pursuant to Section 10.01;

(xi) any amounts required to be deposited with respect to losses on investments of deposits in the Master Servicer Collection Account; and

(xii) any unreimbursed Capitalization Reimbursement Amount.

No later than noon New York time on the Distribution Account Deposit Date for each Distribution Date, the Master Servicer shall transfer all amounts on deposit in the account with respect to the related Distribution Date, less all permitted reimbursements to the Servicer and the Master Servicer and the Servicing Fees and Lender-Paid PMI Fees for such Distribution Date, to the Trustee for deposit in the Distribution Account.

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

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

The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any reimbursement from the Master Servicer Collection Account pursuant to subclauses (i) through (iv), inclusive, and (vi) or with respect to any such amounts which would have been covered by such subclauses had the amounts not been retained by the Master Servicer without being deposited in the Master Servicer Collection Account.

Section 4.04 Distribution Account.

(a) The Trustee shall establish and maintain, for the benefit of the Certificateholders, the Distribution Account as a segregated trust account or accounts. The Distribution Account shall be an Eligible Account. The Master Servicer or Servicers, as the case may be, will remit to the Trustee for deposit in the Distribution Account, the following amounts:

(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. The requirements for crediting the Distribution Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of (i) prepayment or late payment charges or assumption, tax service, statement account or payoff, substitution, satisfaction, release and other like fees and charges and (ii) the items enumerated in Subsections 4.05(a)(i), (ii), (iii) and (iv), need not be credited by the Master Servicer or the related Servicer to the Distribution Account. In the event that the Master Servicer shall deposit or cause to be deposited to the Distribution Account any amount not required to be credited thereto, the Trustee, upon receipt of a written request therefor signed by a Servicing Officer of the Master Servicer, shall promptly transfer such amount to the Master Servicer, any provision herein to the contrary notwithstanding.

(c) The Distribution Account shall constitute a trust account of the Trust Fund segregated on the books of the Trustee and held by the Trustee in trust in its Corporate Trust Office, 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 Distribution Account shall be an Eligible Account. The amount at any time credited to the Distribution Account may be invested in the name of the Trustee, in such Permitted Investments as may be selected by the Trustee or deposited in demand deposits with such depository institutions as may be selected by the Trustee, provided that time deposits of such depository institutions would be a Permitted Investment. 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 receive distribution of all investment earnings from the Distribution Account earned on funds on deposit in the Distribution Account. If there is any loss on a Permitted Investment or demand deposit, the Trustee, as trustee, shall deposit such amount in the Distribution Account. With respect to the Distribution Account and the funds deposited therein, the Trustee shall take such action as may be necessary to ensure that the Certificateholders shall be entitled to the priorities afforded to such a trust account (in addition to a claim against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

(d) In addition, on the Closing Date the Depositor shall deposit $200 into the Distribution Account which shall be paid to the holders of the Class R Certificates on the first Distribution Date in accordance with Section 6.01.

Section 4.05 Permitted Withdrawals and Transfers from the Distribution Account.

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

(i) to reimburse the Trustee or the Custodians for expenses, costs and liabilities incurred by or reimbursable to it pursuant to this Agreement;

(ii) to pay the Trustee compensation as set forth in Section 9.05;

(iii) to remove amounts deposited in error;

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

(b) On each Distribution Date, the Trustee shall distribute the Available Funds to the extent on deposit in the Distribution Account for each Loan Group to the Holders of the Certificates in accordance with distribution instructions provided to it by the Trustee no later than two Business Days prior to such Distribution Date (if the Trustee and the Trustee are not the same entity) and determined by the Trustee in accordance with Section 6.01.

Section 4.06 Group III Pre-Funding Account.

(a) No later than the Closing Date, the Trustee shall establish and maintain in the name of the Trustee a segregated trust account or sub-account of a trust account, which shall be titled “Group III Pre-Funding Account, Wells Fargo Bank, N.A., as trustee for the benefit of the holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-5” (the “Group III Pre-Funding Account”). The Group III Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible Account. The Trustee, promptly upon receipt, shall deposit in the Group III Pre-Funding Account and retain therein the Group III Pre-Funded Amount remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Group III Pre-Funding Account shall be held in trust by the Trustee for the Holders of the Group III Certificates for the uses and purposes set forth herein.

(b) The Trustee shall invest funds deposited in the Group III Pre-Funding Account as directed by the Depositor or its designee in writing in Permitted Investments with a maturity date no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, or, if no written direction is received by the Trustee from the Depositor, then funds in such account shall remain uninvested. For federal income tax purposes, the Depositor or its designee shall be the owner of the Group III Pre-Funding Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Group III Pre-Funding Account shall be transferred to the Group III Interest Coverage Account on the Business Day immediately preceding each Distribution Date. Any such income and gain remaining in the Group III Interest Coverage Account at the end of the Group III Pre-Funding Period shall be remitted by the Trustee to the Depositor pursuant to Section 4.07(d). The Depositor or its designee shall deposit in the Group III Pre-Funding Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. At no time will the Group III Pre-Funding Account be an asset of any REMIC created hereunder. Amounts on deposit in the Group III Pre-Funding Account shall be withdrawn by the Trustee as follows, unless otherwise directed by the Depositor:

(i) On any Subsequent Transfer Date, the Trustee shall withdraw from the Group III Pre-Funded Amount an amount equal to 100% of the Scheduled Principal Balances of the Group III Subsequent Mortgage Loans, (as identified on the Mortgage Loan Schedule provided by the Depositor) transferred and assigned to the Trustee for deposit in Loan Group III, on such Subsequent Transfer Date and remit such amount to the Depositor;

(ii) If the amount on deposit in the Group III Pre-Funding Account (exclusive of investment income) has not been reduced to zero by the close of business on the date of termination of the Group III Pre-Funding Period, then at the close of business on such date, the Trustee shall deposit into the Distribution Account with respect to Group III Available Funds, any amounts remaining in the Group III Pre-Funding Account related to Loan Group III, (exclusive of investment income) for distribution in accordance with Section 6.01;

(iii) To withdraw any amount not required to be deposited in the Group III Pre-Funding Account or deposited therein in error; and

(iv) Upon the earliest of (i) the reduction of the Schedule Principal Balances of the Group III Mortgage Loans to zero or (ii) the termination of this Agreement with respect to Loan Group III in accordance with Section 10.01, to withdraw any amount remaining on deposit in the Group III Pre-Funding Account, first, for deposit in the Distribution Account for payment to the Group III Certificateholders then entitled to distributions in respect of principal until the Certificate Principal Balance of the Group III Certificates has been reduced to zero, and second, for payment to the Depositor of any remaining amount.

Withdrawals pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of cash to REMIC I on the date of withdrawal.

Section 4.07 Group IIII Interest Coverage Account.

(a) No later than the Closing Date, the Trustee shall establish and maintain in the name of the Trustee a segregated trust account or a sub-account of a trust account, which shall be titled “Group III Interest Coverage Account, Wells Fargo Bank, N.A., as trustee for the benefit of the holders of Structured Asset Mortgage Investments II Inc., Bear Stearns ARM Trust, Mortgage Pass-Through Certificates, Series 2007-5” (the “Group III Interest Coverage Account”). The Group III Interest Coverage Account shall be an Eligible Account or a sub-account of an Eligible Account. The Trustee shall, promptly upon receipt, deposit in the Group III Interest Coverage Account and retain therein the Group III Initial Interest Coverage Deposit remitted on the Closing Date to the Trustee by the Depositor and all income and gain realized from investment of funds deposited in the Group III Pre-Funding Account pursuant to Section 4.06(b). Funds deposited in the Group III Interest Coverage Account shall be held in trust by the Trustee for the Group III Certificateholders for the uses and purposes set forth herein.

(b) For federal income tax purposes, the Depositor shall be the owner of the Group III Interest Coverage Account and shall report all items of income, deduction, gain or loss arising therefrom. At no time will the Group III Interest Coverage Account be an asset of any REMIC created hereunder. All income and gain realized from investment of funds deposited in the Group III Interest Coverage Account, which investment shall be made solely upon the written direction of the Depositor, shall be for the sole and exclusive benefit of the Depositor and shall be remitted at the direction of the Depositor by the Trustee to the Depositor no later than the first Business Day following receipt of such income and gain by the Trustee. In the absence of such direction, the income and gain shall remain in the Group III Interest Coverage Account and shall be remitted at the direction of the Depositor or at the end of the Group III Pre-Funding Period as excess proceeds, as applicable. If no written direction with respect to such investment shall be received by the Trustee from the Depositor, then funds in such Account shall remain uninvested. The Depositor shall deposit in the Group III Interest Coverage Account the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss and any additional amounts necessary to make payments pursuant to paragraph (c) below to the extent amounts on deposit in the Group III Interest Coverage Account are insufficient.

(c) On each Distribution Date during the Group III Pre-Funding Period and on the day of termination of the Group III Pre-Funding Period, the Trustee shall withdraw from the Group III Interest Coverage Account and deposit in the Distribution Account an amount equal to the Group III Interest Coverage Distribution Amount for such Distribution Date. Such withdrawal and deposit shall be treated as a contribution of cash by the Depositor to REMIC I on the date thereof. Immediately following any such withdrawal and deposit, and immediately following the conveyance of any Group IIII Subsequent Mortgage Loan to the Trust on any Subsequent Transfer Date, the Trustee shall, at the request of the Depositor, withdraw from the Group III Interest Coverage Account and remit to the Depositor or its designee an amount equal to the excess, if any, of the amount remaining in such Group III Interest Coverage Account over the amount that would be required to be withdrawn therefrom (assuming sufficient funds therein) pursuant to the second preceding sentence on each subsequent Distribution Date, if any, that will occur during the Group III Pre-Funding Period or on the day of termination of the Group III Pre-Funding Period if no Group IIII Subsequent Mortgage Loan were acquired by the Trust Fund after the end of the Prepayment Period relating to the current Distribution Date or the Distribution Date following the end of the Group III Pre-Funding Period, as applicable. On the day of termination of the Group III Pre-Funding Period, the Trustee shall withdraw from the Group III Interest Coverage Account and remit to the Depositor or its designee the amount remaining in such Group III Interest Coverage Account after payment of the amount required to be withdrawn therefrom pursuant to the third preceding sentence on the day of termination of the Group III Pre-Funding Period.

(d) Upon the earliest of (i) the Distribution Date immediately following the end of the Group III Pre-Funding Period, (ii) the reduction of the Certificate Principal Balance of the Group III Certificates to zero and (iii) the termination of this Agreement in accordance with Section 10.01, any amount remaining on deposit in the Group III Interest Coverage Account after distributions pursuant to paragraph (c) above shall be withdrawn by the Trustee and paid to the Depositor or its designee.

ARTICLE V

CERTIFICATES

Section 5.01 Certificates.

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

(b) The Residual Certificates and the Private Certificates are initially Physical Certificates. 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 Trustee and the Depositor 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.

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.

(c) If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Trustee or the Depositor is unable to locate a qualified successor within 30 days or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, the Trustee, as agent of the Depositor, shall request that the Depository notify all Certificate Owners of the occurrence of any such event and of the availability of definitive, fully registered Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee, as agent of the Depositor, of the Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall issue the definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of any instructions required under this section and 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 Fractional Undivided Interest 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 Fractional Undivided Interest 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 Current Principal Amount 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 Current Principal Amount 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 Fractional Undivided Interest in such Class of Certificates and (iii) the Trustee shall execute and authenticate a new Book-Entry Certificate reflecting the reduction in the Current Principal Amount of such Class of Certificates by the amount of the definitive Certificates.

(d) (i) REMIC I will be evidenced by (x) the REMIC I Regular Interests, which will be uncertificated and non-transferable and are hereby designated as the “regular interests” in REMIC I and have the initial principal amounts and accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i) and (y) the Class R-I Certificates, which are hereby designated as representing the sole class of “residual interests” in REMIC I.

The REMIC I Regular Interests and the Class R-I Certificates will have the following designations, initial principal amounts and Pass-Through Rates:

REMIC I Interest	Initial Principal Amount		Pass-Through Rate		Related Loan Group

I-Sub	$	264.96		(1)	Loan Group I
I-Grp	$	7,063.76		(2)	Loan Group I
II-Sub	$	425.16		(1)	Loan Group II
II-Grp	$	11,335.96		(3)	Loan Group II
III-Sub	$	817.06		(1)	Loan Group III
III-Grp	$	21,786.86		(4)	Loan Group III
ZZZ	$	401,824,112.21		(1)	Loan Group I through Loan Group III
R-II/R-III	$	100.00		0.00%	N/A
Class R-I	$	50.00		0.00%	N/A

______________________

⁽¹⁾ The weighted average of the Net Rates of the Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date.

⁽²⁾ The weighted average of the Net Rates of the Group I Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date.

⁽³⁾ The weighted average of the Net Rates of the Group II Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date.

⁽⁴⁾ The weighted average of the Net Rates of the Group III Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date.

Interest shall be payable from amounts received on the Mortgage Loans to the REMIC I Regular Interests at the applicable Pass-Through Rates on the related Uncertificated Principal Balances. On the Distribution Date in September 2007, REMIC I Regular Interest R-II/R-III will be paid $100 in reduction of its Uncertificated Principal Balance from the Class R-II Deposit and the Class R-III Deposit held in the Distribution Account. Distributions of principal shall be deemed to be made from amounts received on the Mortgage Loans to the REMIC I Regular Interests, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the aggregate Current Principal Amount of the Senior Certificates in the Certificate Group for the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC I Regular Interest ZZZ. Realized Losses on the Mortgage Loans shall be applied after all distributions have been made on each Distribution Date, first, so as to keep the Uncertificated Principal Balance of each REMIC I Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular Interest ending with the designation “Sub,” so that the Uncertificated Principal Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group over (y) the Current Principal Amount of the Senior Certificates in the Certificate Group for the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC I Regular Interests such that the REMIC I Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses on the Mortgage Loans shall be allocated to REMIC I Regular Interest ZZZ.

The aggregate amount of any Net Interest Shortfalls and interest portion of Realized Losses related to the Mortgage Loans for any Distribution Date shall be allocated to accrued interest payable to the REMIC I Regular Interests, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC I Regular Interest.

(ii) REMIC II will be evidenced by (x) the REMIC II Regular Interests, which will be uncertificated and non-transferable and are hereby designated as the “regular interests” in REMIC II and have the initial principal amounts and (other than REMIC II Regular Interest R-III) accrue interest at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(ii) and (y) the Class R-II Certificates, which are hereby designated as representing the sole class of “residual interests” in REMIC II.

The REMIC II Regular Interests and the Class R-II Certificates will have the following designations, initial principal amounts and Pass Through Rates:

Designation	Initial Principal Amount		Pass-Through Rate

I-A-1	$	62,690,000.00		(1)
I-A-2	$	5,298,000.00		(1)
II-A-1	$	100,606,000.00		(2)
II-A-2	$	8,502,000.00		(2)
III-A-1	$	185,188,000.00		(3)
III-A-2	$	24,510,000.00		(3)
R-III	$	50.00		0.00%
Class R-II	$	50.00		0.00%
B-1	$	6,027,000.00		(4)
B-2	$	3,416,000.00		(4)
B-3	$	1,407,000.00		(4)
B-4	$	2,008,000.00		(4)
B-5	$	1,407,000.00		(4)
B-6	$	806,805.97		(4)

⁽¹⁾ A variable Pass-Through Rate equal to the weighted average of the Pass-Through Rate on REMIC I Regular Interest I-Grp, weighted on the basis of the Uncertificated Principal Balance of such REMIC I Regular Interest immediately preceding the related Distribution Date.

⁽²⁾ A variable Pass-Through Rate equal to the weighted average of the Pass-Through Rate on REMIC I Regular Interest II-Grp, weighted on the basis of the Uncertificated Principal Balance of such REMIC I Regular Interest immediately preceding the related Distribution Date.

⁽³⁾ A variable Pass-Through Rate equal to the weighted average of the Pass-Through Rate on REMIC I Regular Interest III-Grp, weighted on the basis of the Uncertificated Principal Balance of such REMIC I Regular Interest immediately preceding the related Distribution Date.

⁽⁴⁾ A variable Pass-Through Rate equal to the weighted average of the Pass-Through Rates on REMIC I Regular Interests I-Sub, II-Sub and III-Sub, weighted on the basis of the Uncertificated Principal Balances of each such REMIC I Regular Interest immediately preceding the related Distribution Date, provided that for purposes of calculating such weighted average, the Pass-Through Rate of each such REMIC I Regular Interest shall be subject to a cap and a floor equal to the Pass-Through Rate of the REMIC I Regular Interest from the related Loan Group ending with the designation “Grp”.

Principal shall be payable to, and shortfalls, losses and prepayments are allocable to, the REMIC II Regular Interests as such amounts are payable and allocable to the Corresponding Certificates; provided that, solely for purposes of the foregoing, any shortfalls or losses allocable to the Class III-X-1 Certificates shall be deemed to be allocated entirely to the Class III-A-1 Certificates and Class III-A-2 Certificates on a pro rata basis. Interest shall be payable to the REMIC II Regular Interests at the Pass-Through Rate for each such REMIC II Regular Interest on each such REMIC II Regular Interest’s Uncertificated Principal Balance.

(iii) The Classes of the Regular Certificates, each of which shall represent a “regular interest” in REMIC III, and the Class R-I, Class R-II and Class R-III Certificates, each of which shall represent the sole class of “residual interests” in REMIC I, REMIC II and REMIC III, respectively, shall have the following designations, initial principal amounts and Pass-Through Rates:

Designation	Initial Principal Amount		Pass-Through Rate
I-A-1	$	62,690,000.00		(1)
I-A-2	$	5,298,000.00		(1)
II-A-1	$	100,606,000.00		(2)
II-A-2	$	8,502,000.00		(2)
III-A-1	$	185,188,000.00		(3)
III-A-2	$	24,510,000.00		(3)
III-X-1		(4)		(5)
R-I	$	50.00		(6)
R-II	$	50.00		(6)
R-III	$	50.00		(6)
B-1	$	6,027,000.00		(7)
B-2	$	3,416,000.00		(7)
B-3	$	1,407,000.00		(7)
B-4	$	2,008,000.00		(7)
B-5	$	1,407,000.00		(7)
B-6	$	806,805.97		(7)

⁽¹⁾ The Class I-A-1 Certificates and Class I-A-2 Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group I Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. For federal income tax purposes the Class I-A-1 Certificates and Class I-A-2 Certificates will bear interest at a rate equivalent to the foregoing, calculated using the weighted average of the Pass-Through Rates on REMIC II Regular Interests I-A-1 and I-A-2, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date, in place of the weighted average of the Net Rates of the Group I Mortgage Loans.

⁽²⁾ The Class II-A-1 Certificates and Class II-A-2 Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group II Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. For federal income tax purposes the Class II-A-1 Certificates and Class II-A-2 Certificates will bear interest at a rate equivalent to the foregoing, calculated using the weighted average of the Pass-Through Rates on REMIC II Regular Interests II-A-1 and II-A-2, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date, in place of the weighted average of the Net Rates of the Group II Mortgage Loans.

⁽³⁾ On or prior to the Distribution Date in July 2017, the Class III-A-1 Certificates and Class III-A-2 Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group III Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date, minus 0.271% per annum. After the Distribution Date in July 2017, the Class III-A-1 Certificates and Class III-A-2 Certificates will bear interest at a variable Pass-Through Rate equal to the weighted average of the Net Rates of the Group III Mortgage Loans, weighted on the basis of the respective Scheduled Principal Balances of each such Mortgage Loan as of the beginning of the Due Period immediately preceding the related Distribution Date. During each such period, for federal income tax purposes the Class III-A-1 Certificates and Class III-A-2 Certificates will bear interest at a rate equivalent to the foregoing, calculated using the weighted average of the Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date, in place of the weighted average of the Net Rates of the Group III Mortgage Loans.

⁽⁴⁾ As described in the definition of Notional Amount herein.

⁽⁵⁾ On or prior to the Distribution Date in July 2017, the Class III-X-1 Certificates will bear interest at a fixed Pass-Through Rate equal to 0.271% per annum on a notional balance equal to the aggregate Current Principal Amount of the Class III-A-1 Certificates and Class III-A-2 Certificates. After the Distribution Date in July 2017, the Class III-1X-1 Certificates will not bear any interest. For federal income tax purposes, the Class III-X-1 Certificates will bear interest at a rate equivalent to the foregoing, expressed as (i) for any Distribution Date in or prior to July 2017, the excess, if any, of (x) the weighted average of the Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date, over (y) the excess, if any, of (1) the weighted average of the Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date, over (2) 0.271% per annum, and (ii) for any Distribution Date after July 2017, the excess, if any, of (A) the weighted average of the Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date, over (B) the weighted average of the Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date.

⁽⁶⁾ The Class R-I, Class R-II and Class R-III Certificates will not bear interest.

⁽⁷⁾ The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will each bear interest at a variable Pass-Through Rate equal to the weighted average of the weighted average of the Net Rates of the Mortgage Loans in Loan Group I, Loan Group II and Loan Group III, weighted in proportion to the results of subtracting from the aggregate Scheduled Principal Balance of the Mortgage Loans of each such Loan Group, the aggregate Current Principal Amount of the related Class or Classes of Senior Certificates. For federal income tax purposes such Certificates will bear interest at a rate equivalent to the foregoing, expressed as the weighted average of the Pass-Through Rates on REMIC II Regular Interests B-1, B-2, B-3, B-4, B-5 and B-6, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest immediately preceding the related Distribution Date.

(e) 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 in the Trust Fund has been designated as the “latest possible maturity date” for the REMIC I Regular Interests, REMIC II Regular Interests and the Certificates (other than the Class R Certificates).

(f) With respect to each Distribution Date, each Class of Certificates shall accrue interest during the related Interest Accrual Period. With respect to each Distribution Date and each such Class of Certificates, interest shall be calculated, on the basis of a 360-day year comprised of twelve 30-day months, based upon the respective Pass-Through Rate set forth, or determined as provided, above and the Current Principal Amount (or Notional Amount in the case of the Interest Only Certificates) of such Class applicable to such Distribution Date.

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

(h) Each Class of Book-Entry Certificates will be registered as a single Certificate of such Class held by a nominee of the Depository or the DTC Custodian, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of, in the case of the Offered Certificates (other than the Residual Certificates), $100,000 and in each case increments of $1.00 in excess thereof, except that one Certificate of each such Class may be issued in a different amount so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall execute and countersign Physical Certificates all in an aggregate principal amount that shall equal the Current Principal Amount of such Class on the Closing Date. The Private Certificates shall be issued in certificated fully-registered form in minimum dollar denominations of $100,000 and integral multiples of $1.00 in excess thereof, except that one Private Certificate of each Class may be issued in a different amount so that the sum of the denominations of all outstanding Private Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. The Residual Certificates shall each be issued in certificated fully-registered form, each, in the denomination of $50. Each Class of Global Certificates, if any, shall be issued in fully registered form in minimum dollar denominations of $100,000 and integral multiples of $1.00 in excess thereof, except that one Certificate of each Class may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Current Principal Amount of such Class on the Closing Date. On the Closing Date, the Trustee shall execute and countersign (i) in the case of each Class of Offered Certificates, the Certificate in the entire Current Principal Amount of the respective Class and (ii) in the case of each Class of Private Certificates, Individual Certificates all in an aggregate principal amount that shall equal the Current Principal Amount of each such respective Class on the Closing Date. The Certificates referred to in clause (i) and if at any time there are to be Global Certificates, the Global Certificates shall be delivered by the Depositor to the Depository or pursuant to the Depository’s instructions, shall be delivered by the Depositor on behalf of the Depository to and deposited with the DTC Custodian. The Trustee shall sign the Certificates by facsimile or manual signature and countersign them by manual signature by one or more authorized signatories, each of whom shall be Responsible Officers of the Trustee or its agent. A Certificate bearing the manual and facsimile signatures of individuals who were the authorized signatories of the Trustee or its agent at the time of issuance shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such positions prior to the delivery of such Certificate.

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

(j) The Closing Date is hereby designated as the “startup” day of each REMIC within the meaning of Section 860G(a)(9) of the Code.

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

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

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

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 PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE DEPOSITOR, TRUSTEE AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE.

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

THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.

Section 5.02 Registration of Transfer and Exchange of Certificates.

(a) The Trustee shall maintain at its Corporate Trust Office a Certificate Register in which, subject 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.

(b) Subject to Subsection 5.01(a) and, in the case of any Global Certificate or Physical 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 Fractional Undivided Interest, but bearing a different number.

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

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

(ii) The Trustee shall register the transfer of any Individual Certificate if (x) the transferor has advised the Trustee in writing that the Certificate is being transferred to an Institutional Accredited Investor; and (y) prior to the transfer the transferee furnishes to the Trustee an Investment Letter (and the Trustee shall be fully protected in so doing), provided that, if based upon an Opinion of Counsel addressed to the Trustee to the effect that the delivery of (x) and (y) above are not sufficient to confirm that the proposed 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 an Individual Certificate as shall be set forth in such Opinion of Counsel.

(d) Subject to Subsection 5.02(h), 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 5.02(d) 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 5.02(c)(ii).

(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 5.02(c)(i).

(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 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 Certificate as are sufficient to establish that it is a QIB.

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

(f) (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.

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

(h) Subject to the restrictions on transfer and exchange set forth in this Section 5.02, 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 5.01(g) above or any integral multiple of $1.00 in excess thereof) by surrendering such Certificate at the Trustee 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 Fractional Undivided 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.

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

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

(k) No service charge shall be made for any transfer or exchange of Certificates, but the Trustee may require 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.

(l) The Trustee shall cancel all Certificates surrendered for transfer or exchange but shall retain such Certificates in accordance with its standard retention policy or for such further time as is required by the record retention requirements of the Securities Exchange Act of 1934, as amended, and thereafter may destroy such Certificates.

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

(b) Upon the issuance of any new Certificate under this Section 5.03, 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 duplicate Certificate issued pursuant to this Section 5.03 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.

Section 5.04 Persons Deemed Owners.

Prior to due presentation of a Certificate for registration of transfer, the Depositor or the Trustee and any agent of the Depositor or 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 pursuant to Section 6.01 and for all other purposes whatsoever. Neither the Depositor, the Trustee nor any agent of the Depositor or the Trustee shall be affected by notice to the contrary. No Certificate shall be deemed duly presented for a transfer effective on any Record Date unless the Certificate to be transferred is presented no later than the close of business on the third Business Day preceding such Record Date.

Section 5.05 Transfer Restrictions on Residual Certificates.

(a) No transfer, sale or other disposition of a Residual Certificate (including a beneficial interest therein) may be made unless, prior to the transfer, sale or other disposition of a Residual Certificate, (1) the proposed transferee (including the initial purchasers thereof) delivers to the Trustee and the Depositor an affidavit and agreement in the form attached hereto as Exhibit E-1 stating, among other things, that as of the date of such transfer such transferee is a Permitted Transferee and a United States Person and that such transferee is not acquiring such Residual Certificate for the account of any Person who is not a Permitted Transferee or a United States Person (a “Transferee Affidavit”), and (2) the proposed transferor delivers to the Trustee and the Depositor an affidavit in the form attached hereto as Exhibit E-2 to the effect that it has no knowledge that the statements made by the proposed transferee in any such Transferee Affidavit are false (a “Transferor Affidavit”). The Tax Matters Person shall not consent to a transfer of a Residual Certificate if it has actual knowledge that any statement made in the Transferee Affidavit or Transferor Affidavit issued pursuant to the preceding sentence is not true. Notwithstanding any transfer, sale or other disposition of a Residual Certificate to any Person who is not a Permitted Transferee or a United States Person, such transfer, sale or other disposition shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Holder of a Residual Certificate for any purpose hereunder, including, but not limited to, the receipt of distributions thereon. If any purported transfer shall be in violation of the provisions of this Subsection 5.05(a), then the prior Holder thereof shall, upon discovery that the transfer of such Residual Certificate was not in fact permitted by this Subsection 5.05(a), be restored to all rights as a Holder thereof retroactive to the date of the purported transfer. None of the Trustee or the Depositor shall be under any liability to any Person for any registration or transfer of a Residual Certificate that is not permitted by this Subsection 5.05(a) or for making payments due on such Residual Certificate to the purported Holder thereof or taking any other action with respect to such purported Holder under the provisions of this Agreement so long as the related Transferee Affidavit and Transferor Affidavit referred to above were received with respect to such transfer, and the Trustee and the Depositor, as applicable, had no knowledge that they were untrue. The prior Holder shall be entitled to recover from any purported Holder of a Residual Certificate that was in fact not a permitted transferee under this Subsection 5.05(a) at the time it became a Holder all payments made on such Residual Certificate. Each Holder of a Residual Certificate, by acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.05 and to any amendment of this Agreement deemed necessary (whether as a result of new legislation or otherwise) by counsel of the Tax Matters Person, the Trustee or the Depositor to ensure that the Residual Certificates are not transferred to any Person who is not a Permitted Transferee or a United States Person and that any transfer of such Residual Certificates will not cause the imposition of a tax upon the Trust or cause any REMIC to fail to qualify as a REMIC.

(b) The Residual Certificates (including a beneficial interest therein) may not be purchased by or transferred to any Person who is not a United States Person.

(c) By accepting a Residual Certificate, the purchaser thereof agrees to be a Tax Matters Person, and appoints the Trustee to act as its agent with respect to all matters concerning the tax obligations of the Trust.

Section 5.06 Restrictions on Transferability of Certificates.

(a) No offer, sale, transfer or other disposition (including pledge) of any Certificate shall be made by any Holder thereof unless registered under the Securities Act, or an exemption from the registration requirements of the Securities Act and any applicable state securities or “Blue Sky” laws is available and the prospective transferee (other than the Depositor) of such Certificate signs and delivers to the Trustee an Investment Letter, if the transferee is an Institutional Accredited Investor, in the form set forth as Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB, in the form set forth as Exhibit F-2 hereto. 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 Certificate as are sufficient to establish that it is a QIB. In the case of a proposed transfer of any Certificate to a transferee other than a QIB, the Trustee may require an Opinion of Counsel addressed to the Trustee that such transaction is exempt from the registration requirements of the Securities Act. The cost of such opinion shall not be an expense of the Trustee or the Trust Fund.

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

Section 5.07 ERISA Restrictions.

(a) Subject to the provisions of subsection (b), no Residual Certificates or Private Certificates may 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 ERISA or Section 4975 of the Code, unless the proposed transferee provides either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor, the Master Servicer and the Trustee (upon which they may rely) which is satisfactory to the Trustee, which opinion will not be at the expense of the Depositor, the Master Servicer or the Trustee, that the purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement or (ii) in the case of the Private Certificates, a representation or certification to the Trustee (upon which the Trustee is authorized to rely) to the effect that the proposed transfer and holding of such a Certificate and the servicing, management and operation of the Trust: (I) will not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under an individual or class prohibited transaction exemption including but not limited to Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers and (II) will not subject the Depositor, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

(b) Any Person acquiring an interest in a Global Certificate which is a Private Certificate, by acquisition of such Certificate, shall be deemed to have represented to the Trustee that either: (i) it is not acquiring an interest in such Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of ERISA or Section 4975 of the Code, or (ii) the transfer and holding of an interest in such Certificate to that Person and the subsequent 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, PTCE 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (II) will not subject the Depositor, the Master Servicer or the Trustee to any obligation in addition to those undertaken in the Agreement.

(c) Each beneficial owner of a Class B-1, Class B-2 or Class B-3 Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or investing with “Plan Assets” within the meaning of Department of Labor Regulation Section 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA, (ii) it has acquired and is holding such certificate in reliance on Prohibited Transaction Exemption 90-30, as amended from time to time (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, Moody’s, Fitch, Dominion Bond Rating Service Limited (known as DBRS Limited) or Dominion Bond Rating Service, Inc. (know as DBRS, Inc.), and the certificate is so rated or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

(d) Neither the Master Servicer nor the Trustee 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 Subsections (a), (b) or (c) above shall be void ab initio and such Certificate shall be considered to have been held continuously by the prior permitted Certificateholder. Any transferor of any Certificate in violation of such provisions, shall indemnify and hold harmless the Trustee and the Master Servicer from and against any and all liabilities, claims, costs or expenses incurred by the Trustee or the Master Servicer as a result of such attempted or purported transfer. The Trustee shall not be liable for transfer of any such Global Certificates in or through book-entry facilities of any Depository or between or among Depository Participants or Certificate Owners made in violation of the transfer restrictions set forth herein.

Section 5.08 Rule 144A Information.

For so long as any Certificates are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, (1) the Depositor will provide or cause to be provided to any holder of such Certificates and any prospective purchaser thereof designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the Depositor shall update such information from time to time in order to prevent such information from becoming false and misleading and will take such other actions as are necessary to ensure that the safe harbor exemption from the registration requirements of the Securities Act under Rule 144A is and will be available for resales of such Certificates conducted in accordance with Rule 144A.

ARTICLE VI

PAYMENTS TO CERTIFICATEHOLDERS

Section 6.01 Distributions on the Certificates.

(a) Interest and principal (as applicable) on the Certificates (other than the Residual Certificates) will be distributed monthly on each Distribution Date, commencing in September 2007, in an amount equal to the related Available Funds on deposit in the Distribution Account for such Distribution Date. In addition, on the Distribution Date occurring in September 2007, the Class R-I Deposit will be distributed to the Holders of the Class R-I Certificates, the Class R-II Deposit will be distributed to the Holders of the Class R-II Certificates and the Class R-III Deposit will be distributed to the Holders of the Class R-III Certificates. On each Distribution Date, the Available Funds on deposit in the Distribution Account shall be distributed as follows:

(i) With respect to the Group I Certificates:

(A) on each Distribution Date, the Group I Available Funds will be distributed to the Group I Senior Certificates as follows:

first, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Classes for such Distribution Date. As described below, accrued interest on the Class I-A-1 Certificates and Class I-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto;

second, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group I Available Funds; and

third, to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Principal Amount for the Group I Senior Certificates for such Distribution Date, to the extent of remaining Group I Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero.

(B) on each Distribution Date, the Group II Available Funds will be distributed to the Group II Senior Certificates as follows:

first, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class II-A-1 Certificates and Class II-A-2 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto;

second, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group II Available Funds; and

third, to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal Principal Amount for the Group II Senior Certificates for such Distribution Date, to the extent of remaining Group II Available Funds, until the Current Principal Amounts of such Classes have been reduced to zero.

(C) on each Distribution Date, the Group III Available Funds will be distributed to the Group III Senior Certificates as follows:

first, to the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro rata basis, the Accrued Certificate Interest on such Class for such Distribution Date. As described below, accrued interest on the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates is subject to reduction in the event of certain Net Interest Shortfalls allocable thereto;

second, to the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro rata basis, any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates, to the extent of remaining Group III Available Funds; and

third, to the Class III-A-1 Certificates and Class III-A-2 Certificates on a pro rata basis, in reduction of the Current Principal Amount thereof, the Group III Senior Optimal Principal Amount for such Distribution Date to the extent of remaining Group III Available Funds,

(C) Except as provided in clauses (D) and (E) below, on each Distribution Date on or prior to the Cross-Over Date, an amount equal to the sum of any remaining Group I Available Funds, Group II Available Funds and Group III Available Funds after the distributions in clauses (A) and (B) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up to an amount equal to and in the following order: (A) the Accrued Certificate Interest thereon for such Distribution Date, (B) any Accrued Certificate Interest thereon remaining undistributed from previous Distribution Dates and (C) such Class’s Allocable Share for such Distribution Date, in each case, to the extent of remaining Group I Available Funds, Group II Available Funds and Group III Available Funds.

(D) On each Distribution Date prior to the Cross-Over Date but after the reduction of the Current Principal Amount of all of the Senior Certificates of a Certificate Group to zero, the remaining Class or Classes of Senior Certificates in the remaining Certificate Groups will be entitled to receive in reduction of their Current Principal Amounts, pro rata based upon their Current Principal Amounts immediately prior to such Distribution Date, in addition to any Principal Prepayments related to such remaining Senior Certificates’ respective Loan Group allocated to such Senior Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the Class or Classes of Senior Certificates of the fully repaid Certificate Group; provided, however, that if (A) the weighted average of the Subordinate Percentages on such Distribution Date equals or exceeds two times the initial weighted average of the Subordinate Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent 60 days or more (including for this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which the related Mortgaged Property has been acquired by the Trust), averaged over the last six months, as a percentage of the aggregate Current Principal Amount of the Subordinate Certificates does not exceed 50%, then the additional allocation of Principal Prepayments to the Senior Certificates in accordance with this clause (D) will not be made and 100% of the Principal Prepayments on any Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes of Senior Certificates will be allocated to the Subordinate Certificates.

(E) If on any Distribution Date on which the aggregate Current Principal Amount of the Group I, Group II or Group III Senior Certificates would be greater than the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group and any Subordinate Certificates are still outstanding, in each case after giving effect to distributions to be made on such Distribution Date, (A) 100% of amounts otherwise allocable to the Subordinate Certificates in respect of principal will be distributed to the Group I, Group II or Group III Senior Certificates, as applicable, pro rata, based upon their Current Principal Amounts immediately prior to such Distribution Date in reduction of the Current Principal Amounts thereof, until the aggregate Current Principal Amount of such Class or Classes of Senior Certificates is an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group, and (B) the Accrued Certificate Interest otherwise allocable to the Subordinate Certificates on such Distribution Date will be reduced, if necessary, and distributed to such Class or Classes of Senior Certificates in an amount equal to the Accrued Certificate Interest for such Distribution Date on the excess of (x) the aggregate Current Principal Amount of such Class or Classes of Senior Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan Group. Any such reduction in the Accrued Certificate Interest on the Subordinate Certificates will be allocated in reverse order of the Subordinate Certificates numerical designations, commencing with the Class B-6 Certificates.

(F) If, after distributions have been made pursuant to priorities first and second of clauses (A) and (B) above on any Distribution Date, the remaining Group I, Group II or Group III Available Funds are less than the Group I, Group II and Group III Senior Optimal Principal Amounts, as applicable, the Senior Optimal Principal Amount for such Loan Group shall be reduced, and such remaining Available Funds will be distributed on the related Senior Certificates, on a pro rata basis, on the basis of such reduced amount..

(G) On each Distribution Date, any Available Funds remaining after payment of interest and principal to the Classes of Certificates entitled thereto, as described above, will be distributed to the Class R-I Certificates; provided that if on any Distribution Date there are any Group I, Group II and Group III Available Funds remaining after payment of interest and principal to a Class or Classes of Certificates entitled thereto, such amounts will be distributed to the other Classes of Senior Certificates, pro rata, based upon their Current Principal Amounts, until all amounts due to all Classes of Senior Certificates have been paid in full, before any amounts are distributed to the Class R-I Certificates.

(b) For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest will be made in proportion to the amount of Accrued Certificate Interest or unpaid Accrued Certificate Interest, respectively, due on such Classes for such Distribution Date. For any Distribution Date, “pro rata” distributions among Classes of Certificates in respect of principal will be made in proportion to the Current Principal Amount of such Classes immediately prior to such Distribution Date.

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

(d) If on any Distribution Date the Available Funds for the Senior Certificates in any Certificate Group is less than the Accrued Certificate Interest on the related Senior Certificates for such Distribution Date prior to reduction for related Net Interest Shortfalls and the interest portion of related Realized Losses, the shortfall will be allocated among the holders of each Class of Senior Certificates in such Certificate Group in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfalls and/or Realized Losses for such Distribution Date. In addition, the amount of any interest shortfalls will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the Certificates of the related Classes entitled to such amounts on subsequent Distribution Dates, to the extent of the applicable related Available Funds after current interest distributions as required herein. Any such amounts so carried forward will not bear interest. Shortfalls in interest payments will not be offset by a reduction in the servicing compensation of the Master Servicer or otherwise, except to the extent of applicable Compensating Interest Payments.

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

Section 6.02 Allocation of Losses.

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

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

first, to the Class B-6 Certificates until the Current Principal Amount thereof has been reduced to zero;

second, to the Class B-5 Certificates until the Current Principal Amount thereof has been reduced to zero;

third, to the Class B-4 Certificates until the Current Principal Amount thereof has been reduced to zero;

fourth, to the Class B-3 Certificates until the Current Principal Amount thereof has been reduced to zero;

fifth, to the Class B-2 Certificates until the Current Principal Amount thereof has been reduced to zero; and

sixth, to the Class B-1 Certificates until the Current Principal Amount thereof has been reduced to zero.

seventh, thereafter, the principal portion of Realized Losses if such loss is to (a) a Group I Mortgage Loan, the loss will be allocated first to the Class I-A-2 Certificates until the Current Principal Amount thereof has been reduced to zero, and then to the Class I-A-1 Certificates; (b) a Group II Mortgage Loan, the loss will be allocated first, to the Class II-A-2 Certificates, until the Current Principal Amount thereof has been reduced to zero, and then to the Class II-A-1 Certificates; and (c) a Group III Mortgage Loan, the loss will be allocated first, to the III-A-2 Certificates until the Current Principal Amount thereof has been reduced to zero, and then to the Class III-A-1 Certificates.

(c) Notwithstanding the foregoing clause (b), 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 Current Principal Amount of all the Certificates (other than the Class R Certificates) as of such Distribution Date, 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 Scheduled 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”).

(d) Any Realized Losses allocated to a Class of Certificates shall be allocated among the Certificates of such Class in proportion to their respective Current Principal Amounts. Any allocation of Realized Losses shall be accomplished by reducing the Current Principal Amount of the related Certificates on the related Distribution Date.

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

(f) On each Distribution Date, the Trustee shall determine and notify the Trustee of the Subordinate Certificate Writedown Amount. Any Subordinate Certificate Writedown Amount shall effect a corresponding reduction in the Current Principal Amount of (i) if prior to the Cross-Over Date, the Current Principal Amounts of the Subordinate Certificates, in the reverse order of their numerical Class designations and (ii) from and after the Cross-Over Date, the Senior Certificates, in accordance with priorities set forth in clause (b) above, which reduction shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date.

(g) Any Net Interest Shortfall will be allocated among the Classes of Certificates (other than the Residual Certificates) in proportion to the respective amounts of Accrued Certificate Interest that would have been allocated thereto in the absence of such Net Interest Shortfall for such Distribution Date. The interest portion of any Realized Losses with respect to the Mortgage Loans occurring on or prior to the Cross-Over Date will not be allocated among any Certificates, but will reduce the amount of Available Funds on the related Distribution Date. As a result of the subordination of the Subordinate Certificates in right of distribution, such Realized Losses on the Mortgage Loans will be borne by the Subordinate Certificates, in inverse order of their numerical Class designations. Following the Cross-Over Date, the interest portion of Realized Losses on the Mortgage Loans will be allocated to the Senior Certificates in the manner described in the first sentence of this clause (g).

(h) In addition, in the event that the Master Servicer receives any Subsequent Recoveries from a Servicer, the Master Servicer shall deposit such funds into the Master Servicer Collection Account pursuant to Section 4.03. 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 Current Principal Amount of the Class of Subordinate Certificates with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Subordinate Certificates pursuant to this Section 6.02. The amount of any remaining Subsequent Recoveries will be applied to sequentially increase the Current Principal Amount of the Subordinate Certificates, beginning with the Class of Subordinate Certificates with the next highest payment priority, up to the amount of such Realized Losses previously allocated to such Class of Certificates pursuant to this Section 6.02. 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 Current Principal Amount of each Subordinate Certificate of such Class in accordance with its respective Fractional Undivided Interest.

Section 6.03 Payments.

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

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

Section 6.04 Statements to Certificateholders.

(a) Concurrently with each distribution to Certificateholders, Trustee shall make available to the parties hereto and each Certificateholder via the Trustee’s internet website as set forth below, the following information, expressed with respect to clauses (i) through (vii) in the aggregate and as a Fractional Undivided Interest representing an initial Current Principal Amount of $1,000, or in the case of the Residual Certificates, an initial Current Principal Amount of $50:

(i) the Current Principal Amount of each Class of Certificates immediately prior to such Distribution Date;

(ii) the amount of the distribution allocable to principal on each applicable Class of Certificates;

(iii) the aggregate amount of interest accrued at the related Pass-Through Rate with respect to each Class during the related Interest Accrual Period;

(iv) the Net Interest Shortfall and any other adjustments to interest at the related Pass-Through Rate necessary to account for any difference between interest accrued and aggregate interest distributed with respect to each Class of Certificates;

(v) the amount of the distribution allocable to interest on each Class of Certificates;

(vi) the Pass-Through Rates for each Class of Certificates with respect to such Distribution Date;

(vii) the Current Principal Amount of each Class of Certificates after such Distribution Date;

(viii) the amount of any Monthly Advances, Compensating Interest Payments and outstanding unreimbursed advances by the Master Servicer or the Servicer included in such distribution separately stated for each Loan Group;

(ix) the aggregate amount of any Realized Losses (listed separately for each category of Realized Loss and for each Loan Group) during the related calendar month and cumulatively since the Cut-off Date and the amount and source (separately identified) of any distribution in respect thereof included in such distribution;

(x) with respect to each Mortgage Loan which incurred a Realized Loss during the related Prepayment Period, (i) the loan number, (ii) the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, (ii) the Scheduled Principal Balance of such Mortgage Loan as of the beginning of the related Due Period, (iii) the Net Liquidation Proceeds with respect to such Mortgage Loan and (iv) the amount of the Realized Loss with respect to such Mortgage Loan;

(xi) with respect to each Loan Group, the amount of Scheduled Principal and Principal Prepayments, (including but separately identifying the principal amount of Principal Prepayments, Insurance Proceeds, the purchase price in connection with the purchase of Mortgage Loans, cash deposits in connection with substitutions of Mortgage Loans and Net Liquidation Proceeds) and the number and principal balance of Mortgage Loans purchased or substituted for during the relevant period and cumulatively since the Cut-off Date;

(xii) the number of Mortgage Loans (excluding REO Property) in each Loan Group remaining in the Trust Fund as of the end of the related Prepayment Period;

(xiii) information for each Loan Group and in the aggregate regarding any Mortgage Loan delinquencies as of the end of the related calendar month, including the aggregate number and aggregate Outstanding Principal Balance of Mortgage Loans using the MBA method of calculation (a) Delinquent 30 to 59 days on a contractual basis, (b) Delinquent 60 to 89 days on a contractual basis, and (c) Delinquent 90 or more days on a contractual basis, in each case as of the close of business on the last Business Day of the immediately preceding month;

(xiv) for each Loan Group, the number of Mortgage Loans in the foreclosure process as of the end of the related Due Period and the aggregate Outstanding Principal Balance of such Mortgage Loans;

(xv) for each Loan Group, the number and aggregate Outstanding Principal Balance of all Mortgage Loans as to which the Mortgaged Property was REO Property as of the end of the related Due Period;

(xvi) the book value (the sum of (A) the Outstanding Principal Balance of the Mortgage Loan, (B) accrued interest through the date of foreclosure and (C) foreclosure expenses) of any REO Property in each Loan Group; provided that, in the event that such information is not available to the Trustee on the Distribution Date, such information shall be furnished promptly after it becomes available;

(xvii) the amount of Realized Losses allocated to each Class of Certificates since the prior Distribution Date and in the aggregate for all prior Distribution Dates; and

(xviii) the Average Loss Severity Percentage for each Loan Group;

(xix) the aggregate amount withdrawn from the Group III Pre-Funding Account and the Group III Interest Coverage Account pursuant to Section 4.06 and Section 4.07, respectively, prior to a Distribution Date, the amount remaining on deposit in the Group III Pre-Funding Account (exclusive of investment income) and in the Group III Interest Coverage Account (exclusive of investment income), following such Distribution Date, and the amount withdrawn from the Group III Pre-Funding Account and used to buy Group III Subsequent Mortgage Loans prior to such Distribution Date; and

(xx) the then applicable Group I, Group II and Group III Senior Percentage, Group I, Group II and Group III Senior Prepayment Percentage, Group I, Group II and Group III Subordinate Percentage and Group I, Group II and Group III Subordinate Prepayment Percentage.

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

The Trustee may make available each month, to any interested party, the monthly statement to Certificateholders via the Trustee’s website initially located at “www.ctslink.com.” Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (866) 846-4526. Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class mail by calling the Trustee’s customer service desk and indicating such. The Trustee shall have the right to change the way such reports are distributed in order to make such distribution more convenient and/or more accessible to the parties, and the Trustee shall provide timely and adequate notification to all parties regarding any such change.

(b) By April 30 of each year beginning in 2008, the Trustee will furnish such report to each Holder of the Certificates of record at any time during the prior calendar year as to the aggregate of amounts reported pursuant to subclauses (a)(ii) and (a)(v) above with respect to the Certificates, plus information, upon request, with respect to the amount of servicing compensation and such other customary information as the Trustee may determine to be necessary and/or to be required by the Internal Revenue Service or by a federal or state law or rules or regulations to enable such Holders to prepare their tax returns for such calendar year. Such obligations shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Trustee pursuant to the requirements of the Code.

Section 6.05 Monthly Advances.

The Master Servicer shall cause the related Servicer to remit any Advance required pursuant to the terms of the related Servicing Agreement. The related Servicer shall be obligated to make any such Advance only to the extent that such advance would not be a Nonrecoverable Advance. If the related Servicer shall have determined that it has made a Nonrecoverable Advance or that a proposed Advance or a lesser portion of such Advance would constitute a Nonrecoverable Advance, the related Servicer shall deliver (i) to the Master Servicer for the benefit of the Certificateholders funds constituting the remaining portion of such Advance, if applicable, and (ii) to the Depositor, the Master Servicer, each Rating Agency and the Trustee an Officer’s Certificate setting forth the basis for such determination. Subject to the Master Servicer’s recoverability determination, in the event that a Servicer fails to make a required Advance, the Master Servicer, as successor servicer, shall be required to remit the amount of such Advance to the Master Servicer Collection Account in accordance with Section 4.03. If the Master Servicer was required to make an Advance but failed to do so, the Trustee, upon receiving notice or becoming aware of such failure, and pursuant to the applicable terms of this Agreement, shall appoint a successor master servicer who will make such Advance, or the Trustee as successor master servicer shall be required to remit the amount of such Advance to the Distribution Account, unless the Trustee in its capacity as successor master servicer shall have determined that such Advance is a Nonrecoverable Advance.

Section 6.06 Compensating Interest Payments.

The Master Servicer shall cause each Servicer under the related Servicing Agreement to remit any required Compensating Interest Payments to the Distribution Account on the Remittance Date.

ARTICLE VII

THE MASTER SERVICER

Section 7.01 Liabilities of the Master Servicer.

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 Master Servicer.

(a) 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 Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Master Servicer shall be a party, or any Person succeeding to the business of the Master Servicer, shall be the successor of 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 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, the Servicing Agreements, the Assignment Agreements or the Certificates or the powers of attorney delivered by the 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 Depositor written notice thereof promptly after a Responsible Officer of the Trustee shall have with respect to such claim or legal action actual knowledge thereof. The Master Servicer’s failure to receive any such notice shall not affect the Trustee’s right to indemnification hereunder, except to the extent the Master Servicer is materially prejudiced by such failure to give notice. This indemnity shall survive the resignation or removal of the Trustee or the Master Servicer and the termination of this Agreement.

(b) The Depositor will indemnify any Indemnified Person for any loss, liability or expense of any Indemnified Person not otherwise covered by the Master Servicer’s indemnification pursuant to Subsection (a) above.

Section 7.04 Limitations on Liability of 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 Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Indemnified Persons, the Depositor, 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 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 Master Servicer and any director, officer, employee or agent of 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 Master Servicer, the Custodians and any director, officer, employee or agent of the Master Servicer or the Custodians, 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 Certificates or any Servicing Agreement (except to the extent that the Master Servicer or the Trustee, as the case may be, is indemnified by the Servicer thereunder), other than (i) 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 to the related Custodian's failure to perform its duties under the related Custodial Agreement, respectively, or (ii) any such loss, liability or expense incurred by reason of the Master Servicer's or the Custodian's willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or under the Custodial Agreement, as applicable, or by reason of reckless disregard of obligations and duties hereunder or under the related Custodial Agreement, as applicable.

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

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

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

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 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 Independent Counsel addressed to the Trustee to such effect delivered to the Trustee. No such resignation by the Master Servicer shall become effective until EMC or 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, EMC or the Trustee may make arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as EMC or the Trustee and such successor master servicer shall agree. If the successor master servicer does not agree that such market value is a fair price, such successor master servicer shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, the compensation payable to a successor master servicer may not exceed the compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act as Master Servicer hereunder.

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 $15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; and (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer’s Certificate and an Opinion of Independent 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

Section 8.01 Events of Default.

“Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and only with respect to the defaulting Master Servicer:

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

(ii) The Master Servicer fails to observe or perform in any material respect any other material covenants and agreements set forth in this Agreement to be performed by it, which covenants and agreements materially affect the rights of Certificateholders, and such failure continues unremedied for a period of 60 days after the date on which written notice of such failure, properly requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or to the Master Servicer and the Trustee by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund; or

(iii) There is entered against the Master Servicer a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days, or an involuntary case is commenced against the Master Servicer under any applicable insolvency or reorganization statute and the petition is not dismissed within 60 days after the commencement of the case; or

(iv) The Master Servicer consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or substantially all of its property; or the Master Servicer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations;

(v) 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; or

(vi) The Master Servicer fails to deposit, or cause to be deposited, in the Distribution Account any Monthly Advance required to be made by the Master Servicer (other than a Nonrecoverable Advance) by the close of business on the Business Day prior to the related Distribution Date.

In each and every such case, so long as such Event of Default with respect to the Master Servicer shall not have been remedied, either the Trustee or the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the principal of the Trust Fund, by notice in writing to the Master Servicer (and to the Trustee if given by such Certificateholders), with a copy to the Rating Agencies, and with the consent of EMC, may terminate all of the rights and obligations (but not the liabilities) of the Master Servicer under this Agreement and in and to the Mortgage Loans and/or the REO Property serviced by the Master Servicer and the proceeds thereof. Upon the receipt by the Master Servicer of the written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Certificates, the Mortgage Loans, REO Property or under any other related agreements (but only to the extent that such other agreements relate to the Mortgage Loans or related REO Property) shall, subject to Section 8.02, automatically and without further action pass to and be vested in the Trustee in its capacity as successor master servicer pursuant to this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the 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 the Mortgage Loans and related documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee in its capacity as successor master servicer (or such other successor master servicer as may be appointed hereunder) in effecting the termination of the Master Servicer’s rights and obligations hereunder, including, without limitation, the transfer to the Trustee in its capacity as successor master servicer (or such other successor master servicer as may be appointed hereunder) of (i) the property and amounts which are then or should be part of the Trust or which thereafter become part of the Trust; and (ii) originals or copies of all documents of the Master Servicer reasonably requested by the Trustee in its capacity as successor master servicer (or such other successor master servicer as may be appointed hereunder) to enable it to assume the Master Servicer’s duties thereunder. In addition to any other amounts which are then, or, notwithstanding the termination of its activities under this Agreement, may become payable to the Master Servicer under this Agreement, the Master Servicer shall be entitled to receive, out of any amount received on account of a Mortgage Loan or related REO Property, that portion of such payments which it would have received as reimbursement under this Agreement if notice of termination had not been given. The termination of the rights and obligations of the Master Servicer shall not affect any obligations incurred by the Master Servicer prior to such termination. The Trustee shall promptly notify the Trustee in writing of the occurrence of an Event of Default under clauses (i) or (vi) above.

Notwithstanding the foregoing, if an Event of Default described in clause (vi) of this Section 8.01 shall occur and the Trustee fails to make such Advance described in clause (vi) of Section 8.01, the Trustee upon receiving notice or becoming aware of such failure, and pursuant to the applicable terms of this Agreement, 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 Monthly Advances and other advances of its own funds, and the Trustee in its capacity as successor master servicer (or such other successor master servicer as may be appointed hereunder) shall act as provided in Section 8.02 to carry out the duties of the Master Servicer, including the obligation to make any Monthly Advance the nonpayment of which was an Event of Default described in clause (vi) of this Section 8.01. Any such action taken by the Trustee in its capacity as successor master servicer (or such other successor master servicer as may be appointed hereunder) must be prior to the distribution on the relevant Distribution Date.

Section 8.02 Trustee to Act; Appointment of Successor.

(a) Upon the receipt by the Master Servicer of a notice of termination pursuant to Section 8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect that the Master Servicer is legally unable to act or to delegate its duties to a Person which is legally able to act, the Trustee shall automatically become the successor in all respects to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for herein and shall thereafter have all of the rights and powers of, and be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions hereof; provided, however, that the Trustee in its capacity as successor master servicer shall have no obligation whatsoever with respect to any liability (other than advances deemed recoverable and not previously made) incurred by the Master Servicer at or prior to the time of termination. As compensation therefor, but subject to Section 7.06, the Trustee in its capacity as successor master servicer shall be entitled to compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act hereunder, except for those amounts due the Master Servicer as reimbursement permitted under this Agreement for advances previously made or expenses previously incurred. Notwithstanding the above, the Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae- or Freddie Mac-approved servicer, and with respect to a successor to the Master Servicer only, having a net worth of not less than $15,000,000, 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; provided, that the Trustee shall obtain a letter from each Rating Agency that the ratings, if any, on each of the Certificates will not be lowered as a result of the selection of the successor to the Master Servicer. Pending appointment of a successor to the Master Servicer hereunder, the Trustee in its capacity as successor master servicer 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 the Mortgage Loans as it and such successor shall agree; provided, however, that the provisions of Section 7.06 shall apply, the compensation shall not be in excess of that which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, and that such successor shall undertake and assume the obligations of the Trustee to pay compensation to any third Person acting as an agent or independent contractor in the performance of master servicing responsibilities hereunder. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

(b) If the Trustee shall succeed to any duties of the Master Servicer respecting the Mortgage Loans as provided herein, it shall do so in a separate capacity and not in its capacity as Trustee and, accordingly, the provisions of Article IX shall be inapplicable to the Trustee in its duties as the successor to the Master Servicer in the servicing of the Mortgage Loans (although such provisions shall continue to apply to the Trustee in its capacity as Trustee); the provisions of Article VII, however, shall apply to it in its capacity as successor master servicer.

Section 8.03 Notification to Certificateholders.

Upon any termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the Rating Agencies.

Section 8.04 Waiver of Defaults.

The Trustee shall transmit by mail to all Certificateholders, within 60 days after the occurrence of any Event of Default actually known to a Responsible Officer of the Trustee, unless such Event of Default shall have been cured, notice of each such Event of Default. The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund 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 any required distribution on the Certificates, which default may only be waived by Holders of Certificates evidencing Fractional Undivided Interests aggregating 100% of the Trust Fund. Upon any such waiver of a past default, such default shall be deemed to cease to exist, and any Event of Default arising therefrom shall be deemed to have been timely remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. The Trustee shall give notice of any such waiver to the Rating Agencies.

Section 8.05 List of Certificateholders.

Upon written request of three or more Certificateholders of record, for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Trustee will afford such Certificateholders access during business hours to the most recent list of Certificateholders held by the Trustee. The Depositor and the Certificateholders, 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 names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

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 subject to Section 8.02(b) use the same degree of care and skill in its exercise, as a prudent person would exercise under the circumstances in the conduct of his 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 hereunder; provided, further, that the Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement.

(c) On each Distribution Date, the Trustee shall make monthly distributions and the final distribution to the Certificateholders from funds in the Distribution Account as provided in Sections 6.01 and 10.01 herein based solely on the report of the Trustee.

(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 its 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 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 Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, 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’s Corporate Trust Office shall have actual knowledge thereof. In the absence of such notice, the Trustee may conclusively assume there is no such default or Event of Default;

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

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

(vii) Neither 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 and

(viii) 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 under the Servicing Agreements, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer in accordance with the terms of this Agreement.

(e) All funds received by the Master Servicer and the Trustee and required to be deposited in the Distribution Account, Group III Interest Coverage Account and the Group III Pre-Funding Account pursuant to this Agreement will be promptly so deposited by the Master Servicer and the Trustee.

(f) Except for those actions that the Trustee is required to take hereunder, the Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder.

Section 9.02 Certain Matters Affecting the Trustee.

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, certificate of the Depositor, the Master Servicer, a Servicer or a Custodian certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(ii) The Trustee may consult with counsel and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(iii) The Trustee shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give notices pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. Nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person would exercise under the circumstances in the conduct of his own affairs;

(iv) Prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events of Default which may have occurred, 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 Fractional Undivided Interests aggregating not less than 25% of the Trust Fund 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 agent to perform its custodial functions with respect to the Mortgage Files or Trustee functions under this Agreement without the express written consent of the Master Servicer, which consent 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 a custodian or Trustee 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, other than a payment or transfer under Subsection 4.01(b) or Section 4.02, to be unclear, the Trustee may require prior to such action that it be provided by the Depositor with reasonable further instructions;

(viii) 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;

(ix) 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

(x) 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 the Seller pursuant to this Agreement or the Mortgage Loan Purchase Agreement, as applicable, or the eligibility of any Mortgage Loan for purposes of this 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 neither the Trustee, or the Custodians on its behalf, shall have any responsibility for their correctness. The Trustee does not make any representation as to the validity or sufficiency of the Certificates (other than the signature and countersignature of the Trustee on the Certificates) or of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05 hereof; provided, however, that the foregoing shall not relieve the Trustee, or the Custodians on its behalf, of the obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04. The signature and countersignature of the Trustee (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 the provisions of Section 2.05, the Trustee shall not be responsible for the legality or validity of this Agreement or any document or instrument relating to this Agreement, the validity of the execution of this Agreement or of any supplement hereto or instrument of further assurance, or the validity, priority, perfection or sufficiency of the security for the Certificates issued hereunder or intended to be issued hereunder. The Trustee shall not at any time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders, under this Agreement. The Trustee shall not have any responsibility for filing any financing statement 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 Trustee and may otherwise deal with the parties hereto.

Section 9.05 Trustee’s Fees and Expenses.

The Trustee shall be entitled to the Trustee Fee and investment income on funds in the Distribution Account as compensation for its activities under this Agreement. The fees and expenses of the Trustee shall be paid in accordance with a side letter agreement with the Trustee and at the expense of the Trustee. In addition, the Trustee will be entitled to recover from the Distribution Account pursuant to Section 4.05(a)(ii) all reasonable out-of-pocket expenses, disbursements and advances and the expenses of the Trustee in connection with any Event of Default, any breach of this Agreement or any claim or legal action (including any pending or threatened claim or legal action) or 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. If funds in the Distribution Account are insufficient therefor, the Trustee shall recover such expenses from the Depositor and the Depositor hereby agrees to pay such expenses, disbursements or advances upon demand. Such compensation and reimbursement obligation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust.

Section 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 such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus and undivided profits of at least $40,000,000 or, in the case of a successor trustee, $50,000,000, subject to supervision or examination by federal or state authority and, in the case of the Trustee, rated “BBB” or higher by S&P 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 of, or otherwise acceptable to, each of the Rating Agencies. 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”). 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 the Trustee.

(a) The Trustee may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to the Depositor and the Master Servicer, with a copy to the Rating Agencies. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the resigning Trustee, 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 may petition any court of competent jurisdiction for the appointment of a successor trustee.

(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 9.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall become incapable of acting, or shall be adjudged a 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, then the Depositor shall promptly remove the Trustee and appoint a successor Trustee by written instrument, in triplicate, one copy of which instrument shall be delivered to the Trustee so removed, the successor trustee.

(c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund may at any time remove the Trustee and appoint a successor Trustee by written instrument or instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, the Master Servicer and the Trustee (if the Trustee is removed) and the successor so appointed. In the event that the Trustee is removed by the Holders of Certificates in accordance with this Section 9.08(c), the Holders of such Certificates shall be responsible for paying any compensation payable to a successor trustee, in excess of the amount paid to the predecessor Trustee.

(d) No 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 except upon appointment of and acceptance of such appointment by the successor Trustee as provided in Section 9.09.

Section 9.09 Successor Trustee.

(a) Any successor trustee appointed as provided in Section 9.08 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee an instrument accepting such appointment hereunder. The resignation or removal of the predecessor Trustee shall then 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 like effect as if originally named as Trustee herein. The predecessor Trustee shall, after payment of its outstanding fees and expenses, promptly deliver to the successor Trustee all assets and records of the Trust held by it hereunder, and the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations.

(b) 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 9.06.

(c) 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 Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. 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 state bank or trust company or national banking association into which the Trustee may be merged or converted or with which it may be consolidated or any state bank or trust company or national banking association resulting from any merger, conversion or consolidation to which the shall be a party, or any state bank or trust company or national banking association succeeding to all or substantially all of the corporate trust business of the Trustee shall be the successor of the Trustee hereunder, provided such state bank or trust company or national banking association shall be eligible under the provisions of Section 9.06. Such succession shall be valid without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 9.11 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or property constituting the same may at the time be located, the Depositor 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 and the Depositor 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, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 9.11, such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable.

(b) If the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a written request so to do, the Trustee shall have the power to make such appointment without the Depositor.

(c) No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 9.06 hereunder and no notice to Certificateholders of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.08 hereof.

(d) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 9.11, all rights, powers, duties and obligations conferred or imposed upon the Trustee and required to be conferred on such co-trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the 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 or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.

(e) 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.

(f) To the extent not prohibited by law, any separate trustee or co-trustee may, at any time, request the Trustee, its agent or attorney-in-fact, with full power and authority, to do any lawful act under or with respect to 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.

(g) No trustee under this Agreement shall be personally liable by reason of any act or omission of another trustee under this Agreement. The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Section 9.12 Federal Information Returns and Reports to Certificateholders; REMIC Administration.

(a) For federal income tax purposes, the taxable year of each REMIC shall be a calendar year, and the Trustee shall maintain or cause the maintenance of the books of each such REMIC on the accrual method of accounting.

(b) The Trustee shall prepare and file or cause to be filed with the Internal Revenue Service, and the Trustee shall sign, federal tax information returns or elections required to be made hereunder with respect to each REMIC, the Trust Fund, if applicable, and the Certificates containing such information and at the times and in the manner as may be required by the Code or applicable Treasury regulations and the Trustee shall deliver (or otherwise make available) to each Holder of Certificates at any time during the calendar year for which such returns or reports are made such statements or information at the times and in the manner as may be required thereby, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using a constant prepayment assumption of 25% CPR). The Trustee will apply for an Employee Identification Number from the Internal Revenue Service under Form SS-4 or any other acceptable method for all tax entities. In connection with the foregoing, the Trustee shall timely prepare and file, and the Trustee shall, sign Internal Revenue Service Form 8811, which shall provide the name and address of the person at the Trustee who can be contacted to obtain information required to be reported to the holders of regular interests in each REMIC (the “REMIC Reporting Agent”). The Trustee shall make elections to treat each REMIC as a REMIC (which elections shall apply to the taxable period ending December 31, 2007 and each calendar year thereafter) in such manner as the Code or applicable Treasury regulations may prescribe, and as described by the Trustee. The Trustee shall sign all tax information returns filed pursuant to this Section and any other returns as may be required by the Code. The Holder of the Class R-I Certificate is hereby designated as the “Tax Matters Person” (within the meaning of Treasury Regulation Section 1.860F-4(d)) for REMIC I, the Holder of the Class R-II Certificate is hereby designated as the “Tax Matters Person” for REMIC II, and the Holder of the Class R-III Certificate is hereby designated as the “Tax Matters Person” for REMIC III. The Trustee is hereby designated and appointed as the agent of each such Tax Matters Person. Any Holder of a Residual Certificate will by acceptance thereof appoint the Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for each REMIC during such time as the Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Trustee from acting as agent for the Tax Matters Person, the Trustee shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a Tax Matters Person, including designation of the Holder of a Residual Certificate to sign such returns or act as Tax Matters Person. Each Holder of a Residual Certificate shall be bound by this Section.

(c) The Trustee shall provide upon request and receipt of reasonable compensation, such information as required in Section 860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person purporting to transfer a Residual Certificate to a Person other than a transferee permitted by Section 5.05(b), and to any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate, organization described in Section 1381 of the Code, or nominee holding an interest in a pass-through entity described in Section 860E(e)(6) of the Code, any record holder of which is not a transferee permitted by Section 5.05(b) (or which is deemed by statute to be an entity with a disqualified member).

(d) The Trustee shall prepare and file or cause to be filed, and the Trustee shall sign any state income tax returns required under Applicable State Law with respect to each REMIC or the Trust Fund.

(e) Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to Certificateholders of, or in respect of, interest or original issue discount on the Mortgage Loans that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee withholds any amount from payments of, or in respect of, interest or original issue discount or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall, together with its monthly report to such Certificateholders, indicate such amount withheld.

(f) The Trustee agree to indemnify the Trust Fund and the Depositor for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Master Servicer, as a result of a breach of the Trustee’s covenants and the Trustee’s covenants, respectively, set forth in this Section 9.12; provided, however, such liability and obligation to indemnify in this paragraph shall not be joint and several, and the Trustee shall not be liable or be obligated to indemnify the Trust Fund for the failure by the other to perform any duty under this Agreement or the breach by the other of any covenant in this Agreement. In the event that any liable party hereto fails to honor its obligations under the preceding sentences, or taxes imposed on the Trust Fund are not otherwise paid, such taxes shall be paid, first, with amounts otherwise to be distributed to the Class R Certificates, based on the REMIC to which the tax relates, and second, with amounts otherwise to be distributed to the Holders of the following other Certificates in the following order of priority: first, to the Class B-6 Certificates, second, to the Class B-5 Certificates, third, to the Class B-4 Certificates, fourth, to the Class B-3 Certificates, fifth, to the Class B-2 Certificates, sixth, to the Class B-1 Certificates, and seventh, to the Senior Certificates (on a pro rata basis 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 such Certificates, the Trustee is hereby authorized to retain on any Distribution Date, from the Holders of the related Class R Certificates (and, if necessary, from the Holders of the other relevant Certificates in the priority specified in the preceding sentences), funds otherwise distributable to such Holders in an amount sufficient to pay such tax. The Trustee shall include in its monthly statement amounts allocated to the relevant Certificates, taking into account the priorities described in the second and third preceding sentences. 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.

ARTICLE X

TERMINATION

Section 10.01 Termination Upon Repurchase by the Depositor or its Designee or Liquidation of the Mortgage Loans.

(a) Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby, other than the obligation of the Trustee to make payments to Certificateholders as hereinafter set forth shall terminate upon:

(i) the repurchase by or at the direction of the Depositor or its designee of all of the Mortgage Loans in such Loan Group and all related REO Property remaining in the Trust at a price (in each case, the “Termination Purchase Price”) equal to the sum of (a) 100% of the Outstanding Principal Balance of each such Mortgage Loan (other than any such Mortgage Loan related to REO Property) as of the date of repurchase, net of the principal portion of any unreimbursed Monthly Advances on the Mortgage Loans made by the purchaser, together with interest at the applicable Mortgage Interest Rate accrued but unpaid to, but not including, the first day of the month of repurchase, (b) the appraised value of any related REO Property, less the good faith estimate of the Depositor of liquidation expenses to be incurred in connection with its disposal thereof (but not more than the Outstanding Principal Balance of the related Mortgage Loan, together with interest at the applicable Mortgage Interest Rate accrued on that balance but unpaid to, but not including, the first day of the month of repurchase), such appraisal to be calculated by an appraiser mutually agreed upon by the Depositor and the Trustee at the expense of the Depositor, (c) unreimbursed out-of pocket costs of the Master Servicer, including unreimbursed servicing advances and the principal portion of any unreimbursed Monthly Advances, made on the Mortgage Loans prior to the exercise of such repurchase right and (d) any unreimbursed costs and expenses of the Trustee payable pursuant to Section 9.05; or

(ii) the later of the making of the final payment or other liquidation, or any advance with respect thereto, of the last Mortgage Loan remaining in the Trust Fund related or the disposition of all property acquired with respect to any related Mortgage Loan; provided, however, that in the event that an advance has been made, but not yet recovered, at the time of such termination, the Person having made such advance shall be entitled to receive, notwithstanding such termination, any payments received subsequent thereto with respect to which such advance was made; or

(iii) the payment to the related Certificateholders of all amounts required to be paid to them pursuant to this Agreement.

(b) In no event, however, shall the Trust created hereby continue beyond the earlier of (i) the related latest possible maturity date specified in Section 5.01(c) and (ii) 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’s, living on the date of this Agreement.

(c) The right of the Depositor or its designee to repurchase all the assets of the Trust Fund as described in Subsection 10.01(a)(i) above is conditioned upon (i) such purchase occurring after the Distribution Date on which the aggregate Scheduled Principal Balance of the related Mortgage Loans (including, in the case of Loan Group III, the Group III Subsequent Mortgage Loans) is less than 10% of the sum of the aggregate Scheduled Principal Balance of the Mortgage Loans (plus the Group III Pre-Funded Amount, in the case of Loan Group III) as of the Cut-off Date, or (ii) the Depositor making a determination, based upon an Opinion of Counsel addressed to the Depositor and the Trustee, that the REMIC status of REMIC I, REMIC II or REMIC III has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year. At any time thereafter, in the case of (i) or (ii) above, the Depositor may elect to terminate REMIC I, REMIC II or REMIC III at any time, and upon such election, the Depositor or its designee, shall repurchase all the assets of the Trust Fund described in Subsection 10.01(a)(i) above and in accordance with Section 10.02.

(d) The Trustee shall give notice of any termination to the Certificateholders, with a copy to the Master Servicer, the Trustee and the Rating Agencies, upon which the Certificateholders shall surrender their Certificates to the Trustee for payment of the final distribution and cancellation. Such notice shall be given by letter, mailed not earlier than the l5th day and not later than the 25th day of the month next preceding the month of such final distribution, and shall specify (i) the Distribution Date upon which final payment of the Certificates will be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified.

(e) If the option of the Depositor to repurchase or cause the repurchase of all the assets in the Trust Fund as described in Subsection 10.01(a)(i) above, is exercised, the Depositor and/or its designee shall deliver to the Trustee for deposit in the Distribution Account, by the Business Day prior to the applicable Distribution Date, an amount equal to the Termination Purchase Price. Upon presentation and surrender of the related Certificates by the related Certificateholders, the Trustee shall distribute to such Certificateholders as directed by the Trustee in writing an amount determined as follows: with respect to each Certificate (other than the Class R Certificates), the outstanding Current Principal Amount, plus with respect to each Certificate (other than the Class R Certificates), one month’s interest thereon at the applicable Pass-Through Rate; and with respect to the related Class R Certificates, the percentage interest evidenced thereby multiplied by the difference, if any, between the above described repurchase price for the related Loan Group and the aggregate amount to be distributed to the Holders of the related Certificates (other than the Class R Certificates). If the proceeds with respect to the Mortgage Loans of a Loan Group are not sufficient to pay all of the related Senior Certificates of the related Certificate Group in full, any such deficiency shall be allocated first, to the related Subordinate Certificates, in inverse order of their numerical designation and then to the related Senior Certificates of the related Certificate Group on a pro rata basis. Upon deposit of the Termination Purchase Price and following such final Distribution Date, the Trustee or the related Custodian, on its behalf, shall release promptly to the Depositor and/or its designee the related Mortgage Files for the remaining related Mortgage Loans, and the related portions of the Accounts with respect thereto shall terminate, subject to the Trustee’s obligation to hold any amounts payable to the Certificateholders in trust without interest pending final distributions pursuant to Subsection 10.01(g). Any other amounts remaining in the Accounts will belong to the Depositor.

(f) Upon the presentation and surrender of the Certificates, the Trustee shall distribute to the remaining Certificateholders, pursuant to the written direction of the Trustee and in accordance with their respective interests, all distributable amounts remaining in the Distribution Account. Upon deposit by the Master Servicer of such distributable amounts, and following such final Distribution Date, the Trustee shall release promptly to the Depositor or its designee the Mortgage Files for the remaining Mortgage Loans, and the Distribution Account shall terminate, subject to the Trustee’s obligation to hold any amounts payable to the Certificateholders in trust without interest pending final distributions pursuant to this Subsection 10.01(f).

(g) If not all of the Certificateholders shall surrender their Certificates for cancellation within six months after the time 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, not all the Certificates shall have been surrendered for cancellation, the Trustee may take appropriate steps, or appoint any 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 which remain subject to this Agreement.

Section 10.02 Additional Termination Requirements.

(a) If the option of the Depositor to repurchase all of the Mortgage Loans under Subsection 10.01(a)(i) above is exercised, the Trust Fund and each REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee to the effect that the failure of the Trust to comply with the requirements of this Section 10.02 will not (i) result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code on any REMIC or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding:

(i) within 90 days prior to the final Distribution Date, at the written direction of the Depositor, the Trustee, as agent for the respective Tax Matters Persons, shall adopt a plan of complete liquidation of each related REMIC provided to it by the Depositor and shall satisfy all of 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 such Holder; and

(ii) the Depositor shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the related remaining assets of the Trust Fund in accordance with the terms hereof.

(b) By their acceptance of the Residual Certificates, the Holders thereof hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Depositor, and to take such action in connection therewith as may be reasonably requested by the Depositor, and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. Upon complete liquidation or final distribution of all of the assets of the Trust Fund, the Trust Fund and each REMIC shall terminate.

ARTICLE XI

[RESERVED]

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Intent of Parties.

The parties intend that each of REMIC I, REMIC II and REMIC III shall be treated as a REMIC for federal income tax purposes and that the provisions of this Agreement should be construed in furtherance of this intent.

Section 12.02 Amendment.

(a) This Agreement may be amended from time to time by the Depositor, the Master Servicer and the Trustee, without notice to or the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein that may be defective or inconsistent with any other provisions herein or therein, to comply with any changes in the Code, to revise any provisions to reflect the obligations of the parties to this agreement as they relate to Regulation AB to change the manner in which the Distribution Account or any Protected account is maintained or to make such other provisions with respect to matters or questions arising under this Agreement shall not be inconsistent with any other provisions of this Agreement if such action shall not, as evidenced by an Opinion of Independent Counsel, addressed to the Trustee adversely affect in any material respect the interests of any Certificateholder provided that, any such amendment shall be deemed not to adversely affect in any material respect the interests of the Certificateholders and no such Opinion of Counsel shall be required if the Person requesting such amendment obtains a letter from each Rating Agency stating that such amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the Certificates or if the purpose of such amendment is to conform to the language in the Prospectus Supplement.

Notwithstanding the foregoing, without the consent of the Certificateholders, the parties hereto may at any time and from time to time amend this Agreement to modify, eliminate or add to any of its provisions to such extent as shall be necessary or appropriate to maintain the qualification of the Trust Fund as REMIC I, REMIC II and REMIC III for federal income tax purposes or to avoid or minimize the risk of the imposition of any tax on REMIC I, REMIC II or REMIC III pursuant to the Code that would be a claim against any such REMIC 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. Notwithstanding the foregoing, no amendment under this paragraph (a) shall cause any REMIC to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Independent Counsel addressed to the Trustee which shall be provided to the Trustee other than at the Trustee’s expense.

(b) This Agreement may also be amended from time to time by the Master Servicer, the Depositor and the Trustee, with the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund or of the applicable Class or Classes, if such amendment affects only 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 Certificateholders; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders of which are required to consent to any such amendment, without the consent of the Holders of all Certificates then outstanding, or (iii) cause any REMIC to fail to qualify as a REMIC for federal income tax purposes, as evidenced by an Opinion of Independent Counsel addressed to the Trustee which shall be provided to the Trustee other than at the Trustee’s expense. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 12.02(b), Certificates registered in the name of or held for the benefit of the Depositor, the Master Servicer, or the Trustee or any Affiliate thereof shall be entitled to vote their Fractional Undivided Interests with respect to matters affecting such Certificates.

(c) Promptly after the execution of any such amendment, the Trustee shall furnish a copy of such amendment or written notification of the substance of such amendment to each Certificateholder, with a copy to the Rating Agencies and the Custodians.

(d) In the case of an amendment under Subsection 12.02(b) above, it shall not be necessary for the Certificateholders to approve the particular form of such an amendment. Rather, it shall be sufficient if the Certificateholders approve the substance of the amendment. 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.

(e) Prior to the execution of any amendment to this Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel addressed to the Trustee stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to such amendment have been satisfied. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s or the Trustee’s own respective rights, duties or immunities under this Agreement.

Section 12.03 Recordation of Agreement.

To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere. The Depositor shall effect such recordation, at the expense of the Trust 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.

Section 12.04 Limitation on Rights of Certificateholders.

(a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

(b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, 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 establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Trustee, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon 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 and expenses and liabilities to be incurred therein or thereby, and (iii) 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.

(d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 12.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 12.05 Acts of Certificateholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is expressly required, to the Depositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Depositor, if made in the manner provided in this Section 12.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the individual executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 5.02 made on a Certificate presented in accordance with Section 5.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, the Master Servicer nor any successor to any such parties shall be affected by any notice to the contrary.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the holder of any Certificate shall bind every future holder of the same Certificate and the holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Depositor, the Master Servicer or any successor to any such party in reliance thereon, whether or not notation of such action is made upon such Certificates.

(e) In determining whether the Holders of the requisite percentage of Certificates evidencing Fractional Undivided Interests have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Trustee, the Depositor, the Master Servicer or any Affiliate thereof shall be disregarded, except as otherwise provided in Section 12.02(b) and except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Trustee, the Depositor, the Master Servicer or any Affiliate thereof may be regarded as outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor’s right to act with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee, the Depositor, or the Master Servicer, as the case may be.

Section 12.06 Governing Law.

THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 12.07 Notices.

All demands and notices hereunder shall be in writing and shall be deemed given when delivered at (including delivery by facsimile) or mailed by registered mail, return receipt requested, postage prepaid, or by recognized overnight courier, to (i) in the case of the Depositor, 383 Madison Avenue, New York, New York 10179, Attention: Vice President-Servicing, telecopier number: (212) 272-5591, or to such other address as may hereafter be furnished to the other parties hereto in writing; (ii) in the case of the Trustee, at its Corporate Trust Office, or such other address as may hereafter be furnished to the other parties hereto in writing; (iii) in the case of the Seller, EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (469-759-4714), attention: President or General Counsel, (iii) in the case of the Master Servicer, EMC Mortgage Corporation, 2780 Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (214) 626-4889), attention: Michelle Viner or such other address as may be hereafter furnished to the other parties hereto by the Master Servicer in writing; or (iv) in the case of the Rating Agencies, Fitch, Inc., One State Street Plaza, New York, NY 10004 and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, or such other address as may hereafter be furnished to the other parties hereto in writing. Any notice delivered to the Depositor, 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 when mailed, whether or not the Certificateholder receives such notice.

Section 12.08 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 severed from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the holders thereof.

Section 12.09 Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

Section 12.10 Article and Section Headings.

The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

Section 12.11 Counterparts.

This Agreement may be executed in two or more counterparts each of which when so executed and delivered shall be an original but all of which together shall constitute one and the same instrument.

Section 12.12 Notice to Rating Agencies.

The article and section headings herein are for convenience of reference only, and shall not limited or otherwise affect the meaning hereof. The Trustee shall 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:

1. Any material change or amendment to this Agreement or the Servicing Agreements;

2. The occurrence of any Event of Default that has not been cured;

3. The resignation or termination of the Master Servicer or the Trustee;

4. The repurchase or substitution of Mortgage Loans;

5. The final payment to Certificateholders; and

6. Any change in the location of the Distribution Account.

IN WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor

By:

/s/ Joseph T. Jurkowski

Name: Joseph T. Jurkowski

Title: Vice President

WELLS FARGO BANK, N.A., as Trustee

By:

/s/ Benjamin F. Jordan

Name:Benjamin F. Jordan

Title: Assistant Vice President

EMC MORTGAGE CORPORATION,

as Master Servicer and Seller

By:

/s/ Debbie Pratt

Name: Debbie Pratt

Title: Executive Vice President

Accepted and Agreed as to

Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)

in its capacity as Seller

	EMC MORTGAGE CORPORATION,

	By:	/s/ Jenna Kemp
		Name: Jenna Kemp
		Title: Executive Vice President

STATE OF NEW YORK )

) ss.:

COUNTY OF NEW YORK

)

On the 31st day of August 2007 before me, a notary public in and for said State, personally appeared ___________________________, known to me to be a Vice President of Structured Asset Mortgage Investments II Inc., the corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	Notary Public

[Notarial Seal]

STATE OF MARYLAND

)

) ss.:

COUNTY OF HOWARD

)

On the 31st day of August 2007 before me, a notary public in and for said State, personally appeared ________________________, known to me to be a Vice President of Wells Fargo Bank, N.A., the entity that executed the within instrument, and also known to me to be the person who executed it on behalf of said entity, and acknowledged to me that such entity executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day

and year in this certificate first above written.


	Notary Public

[Notarial Seal]

STATE OF TEXAS	)
	) ss.:
COUNTY OF DALLAS	)

On the 31st day of August 2007 before me, a notary public in and for said State, personally appeared ______________________, known to me to be a _____________________________ of EMC Mortgage Corporation, the corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	Notary Public

[Notarial Seal]

STATE OF TEXAS	)
	) ss.:
COUNTY OF DALLAS	)

On the 31st day of August 2007 before me, a notary public in and for said State, personally appeared ________________________, known to me to be a __________________________ of EMC Mortgage Corporation, the corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


	Notary Public

[Notarial Seal]

EXHIBIT A-1

FORM OF CLASS A CERTIFICATES AND CLASS X CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS 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”).

[FOR THE CLASS [_-A-_] CERTIFICATES] [THE CURRENT PRINCIPAL AMOUNT 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 CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Certificate No. 1	[Variable] [Pass-Through Rate:%]

Class [_-A-_] [III-X-1] Senior

Date of Pooling and Servicing Agreement and Cut-off Date: August 1, 2007	Aggregate Initial [Current Principal] [Notional] Amount of this Senior Certificate as of the Cut-off Date: $[_____________]

First Distribution Date: September 25, 2007	Initial [Current Principal] [Notional] Amount of this Senior Certificate as of the Cut-off Date: $[_____________]

Master Servicer: EMC Mortgage Corporation	CUSIP: [____________]

Assumed Final Distribution Date: August 25, 2047

BEAR STEARNS ARM TRUST 2007-5

MORTGAGE PASS-THROUGH CERTIFICATE

SERIES 2007-5

evidencing a fractional undivided interest in the distributions allocable to the Class [_-[A]-_] [III-X-1] Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable rate mortgage loans secured by first liens on one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Structured Asset Mortgage Investments II Inc., 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 Structured Asset Mortgage Investments II Inc., the Master Servicer or the Trustee or any of their affiliates or any other person. None of Structured Asset Mortgage Investments II Inc., 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 Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of adjustable rate mortgage loans secured by first liens on one- to four- family residential properties (collectively, the “Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“SAMI II”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to SAMI II. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among SAMI II, as depositor (the “Depositor”), EMC, as Master Servicer and seller, and Wells Fargo Bank, N.A., as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

Interest on this Certificate will accrue during the month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the [Current Principal] [Notional] Amount hereof at a per annum rate equal to the Pass-Through Rate as described in the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest [and principal], if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the [Current Principal] [Notional] Amount of this Class of Certificates will be reduced to zero. [For the Class X Certificates: [The Class III-X-1 Certificates have no Current Principal Amount.]

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial [Current Principal] [Notional] Amount of this Certificate is set forth above. [For the Class A Certificates: [The Current Principal Amount 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”), issued in sixteen Classes. 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, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Holders of Certificates, evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Fractional Undivided Interests thereof). 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 Fractional Undivided 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 Fractional Undivided 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 related Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the later of the (A) final payment or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and 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 Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans is less than the percentage of the aggregate Outstanding Principal Balance specified in the Agreement of the Mortgage Loans at 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” for the Certificates (other than the Class R Certificates) specified in Section 5.01(d) of 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: August 31, 2007

WELLS FARGO BANK, N.A.

Not in its individual capacity but solely as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class [_-A-_] [III-X-1] Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A.

Authorized signatory of Wells Fargo Bank N.A., 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 Fractional Undivided Interest evidenced by the within Mortgage Pass-Through 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 Trustee 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 B CERTIFICATES

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [AND] [THE CLASS B-1 CERTIFICATES][,] [AND] [THE CLASS B-2 CERTIFICATES][,] [AND] [THE CLASS B-3 CERTIFICATES][,] [AND] [THE CLASS B-4 CERTIFICATES][,] [AND] [THE CLASS B-5 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.

[FOR CLASS B-1, CLASS B-2 AND CLASS B-3] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO. ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[FOR CLASS B-1, CLASS B-2 AND CLASS B-3] [EACH BENEFICIAL OWNER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.07 OF THE AGREEMENT.]

[FOR CLASS B-4, CLASS B-5 AND CLASS B-6] [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 B-4, CLASS B-5 AND CLASS B-6] [THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE TRUSTEE, 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 THE OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT IS PROVIDED.]

Certificate No. 1	Variable Pass-Through Rate

Class B-[_] Subordinate

Date of Pooling and Servicing Agreement and Cut-off Date: August 1, 2007	Aggregate Initial Current Principal Amount of this Subordinate Certificate as of the Cut-off Date: $[_________]

First Distribution Date: September 25, 2007	Initial Current Principal Amount of this Subordinate Certificate as of the Cut-off Date: $[_________]

Master Servicer: EMC Mortgage Corporation	CUSIP: [____________]

Assumed Final Distribution Date: August 25, 2047

BEAR STEARNS ARM TRUST 2007-5

MORTGAGE PASS-THROUGH CERTIFICATE

SERIES 2007-5

evidencing a fractional undivided interest in the distributions allocable to the Class B-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable rate mortgage loans secured by first liens on one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

This certifies that [Cede & Co.][ Bear, Stearns Securities Corp.] is the registered owner of the Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of adjustable rate mortgage loans secured by first liens on one- to four- family residential properties (collectively, the “Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“SAMI II”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to SAMI II. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among SAMI II, as depositor (the “Depositor”), EMC, as Master Servicer and seller, and Wells Fargo Bank, N.A., as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound.

Interest on this Certificate will accrue during the month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the Current Principal Amount hereof at a per annum rate equal to the Pass-Through Rate as described in the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Current Principal Amount of this Class of Certificates will be reduced to zero.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Current Principal Amount of this Certificate is set forth above. The Current Principal Amount hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.

[For Class B-4, Class B-5 and Class B-6] [No transfer of this Class B-[_] 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 5.02 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.]

[For Class B-1, Class B-2 and Class B-3] [Each beneficial owner of this Certificate or any interest herein shall be deemed to have made the representations set forth in Section 5.07 of the Agreement.]

[For Class B-4, Class B-5 and Class B-6] [This Certificate may not be acquired directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, unless the transferee certifies or represents that the proposed transfer and holding of a Certificate and the servicing, management and operation of the trust and its assets: (i) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exemption, including, but not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23 and (ii) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer or the Trustee, which will be deemed represented by an owner of a Book-Entry Certificate or a Global Certificate or unless the opinion specified in section 5.07 of the Agreement is provided.]

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 the (A) final payment or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and 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 Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans is less than the percentage of the aggregate Outstanding Principal Balance specified in the Agreement of the Mortgage Loans at the Cut-off. 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” for the Certificates (other than the Class R Certificates) specified in Section 5.01(d) of the Agreement).

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: August 31, 2007

WELLS FARGO BANK, N.A.

Not in its individual capacity but solely as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class B-[_] Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A.

Authorized signatory of Wells Fargo Bank, N.A., not in its individual capacity but solely as Trustee

By:

Authorized Signatory

ASSIGNMENT

I (We) further direct the Trustee 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 R CERTIFICATES

THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON, A PUBLICLY TRADED PARTNERSHIP 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”).

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 PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER AND ON WHICH THEY MAY RELY (WHICH SHALL NOT BE AT THE EXPENSE OF THE TRUSTEE) WHICH IS ACCEPTABLE TO THE TRUSTEE, THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE SELLER, THE MASTER SERVICER, ANY SERVICER OR THE TRUSTEE.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR 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 A NON-UNITED STATES PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

Certificate No. 1

Class R-[_]

Date of Pooling and Servicing Agreement and Cut-off Date: August 1, 2007	Aggregate Initial Current Principal Amount of this Certificate as of the Cut-off Date: $[___________]

First Distribution Date: September 25, 2007	Initial Current Principal Amount of this Certificate as of the Cut-off Date: $[_________]

Master Servicer: EMC Mortgage Corporation	CUSIP: [_____________]

Assumed Final Distribution Date: August 25, 2047

BEAR STEARNS ARM TRUST 2007-5

MORTGAGE PASS-THROUGH CERTIFICATE

SERIES 2007-5

evidencing a fractional undivided interest in the distributions allocable to the Class R-[_] Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable rate mortgage loans secured by first liens on one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

This certifies that Bear, Stearns Securities Corp. is the registered owner of the Fractional Undivided Interest evidenced hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (the “Trust Fund”) primarily consisting of adjustable rate mortgage loans secured by first liens on one- to four- family residential properties (collectively, the “Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“SAMI II”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to SAMI II. EMC will act as master servicer of the Mortgage Loans (the “Master Servicer,” which term includes any successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”), among SAMI II, as depositor (the “Depositor”), EMC, as Master Servicer and seller, and Wells Fargo Bank, N.A., 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 Business Day of the calendar month preceding the month of such Distribution Date, an amount equal to the product of the Fractional Undivided Interest evidenced by this Certificate and the amount (of principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. The Assumed Final Distribution Date is the Distribution Date in the month immediately following the month of the latest scheduled maturity date of any Mortgage Loan and is not likely to be the date on which the Current Principal Amount of this Class of Certificates will be reduced to zero.

Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Current Principal Amount of this Certificate is set forth above. The Current Principal Amount hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto.

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 United States Person and a Permitted Transferee, (ii) the transfer of any Ownership Interest in this Certificate will be conditioned upon the delivery to the Depositor and the Trustee of, among other things, an affidavit to the effect that it is a United States Person and 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 United States Person and 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.

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 proposed transferee provides the Trustee with an opinion of counsel for the benefit of the Depositor, Master Servicer and the Trustee and on which they may rely (which shall not be at the expense of the Trustee) which is acceptable to the Trustee, that the purchase of this Certificate will not result in or constitute a nonexempt prohibited transaction, is permissible under applicable law and will not give rise to any additional obligations on the part of the Seller, the Master Servicer, any Servicer or the Trustee.

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 the (A) final payment or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and 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 Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans is less than the percentage of the aggregate Outstanding Principal Balance specified in the Agreement of the Mortgage Loans at the Cut-off Date. 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” for the Certificates (other than the Class R Certificates) specified in Section 5.01(d) of the Agreement.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: August 31, 2007

WELLS FARGO BANK, N.A.

Not in its individual capacity but solely as Trustee

By:

Authorized Signatory

CERTIFICATE OF AUTHENTICATION

This is one of the Class R-[_] Certificates referred to in the within-mentioned Agreement.

WELLS FARGO BANK, N.A.

Authorized signatory of Wells Fargo Bank, N.A., not in its individual capacity but solely as Trustee

By:

Authorized Signatory

ASSIGNMENT

I (We) further direct the Trustee 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                        PREFUND_GROUP                                              MAIN_GROUP1                                          GROUPS                                     ORIGINATOR                                                      SERVICER_NAME                                                      CITY1                                                                                     ZIP_CODE                        STATE                                                  ISSUE_DATE                                        NOTE_DATE1                                           FIRST_PAY_DATE                                         STATED_MAT
                --------                        -------------                                              -----------                                          ------                                     ----------                                                      -------------                                                      -----                                                                                     --------                        -----                                                  ----------                                        ----------                                           --------------                                         ----------
                       1                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WEST HILLS                                                                                   91307                        CA                                                       20070801                                          20070731                                                 20070901                                           20370801
                       2                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        VENTURA                                                                                      93004                        CA                                                       20070901                                          20070803                                                 20071001                                           20370901
                       3                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        THOUSAND OAKS                                                                                91362                        CA                                                       20070901                                          20070802                                                 20071001                                           20370901
                       4                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ASHBURN                                                                                      20148                        VA                                                       20070801                                          20070712                                                 20070901                                           20370801
                       5                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PALO ALTO                                                                                    94306                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                       6                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FREMONT                                                                                      94538                        CA                                                       20070701                                          20070607                                                 20070801                                           20370701
                       7                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA ANA                                                                                    92706                        CA                                                       20070701                                          20070608                                                 20070801                                           20370701
                       8                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BRENTWOOD                                                                                    94513                        CA                                                       20070701                                          20070607                                                 20070801                                           20370701
                       9                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BURSON                                                                                       95225                        CA                                                       20070701                                          20070601                                                 20070801                                           20370701
                      10                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PLAYA DEL REY                                                                                90293                        CA                                                       20070701                                          20070614                                                 20070801                                           20370701
                      11                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95125                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                      12                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92114                        CA                                                       20070501                                          20070424                                                 20070601                                           20370501
                      13                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO SANTA FE                                                                              92067                        CA                                                       20070501                                          20070423                                                 20070601                                           20370501
                      14                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ARCADIA                                                                                      91006                        CA                                                       20070501                                          20070417                                                 20070601                                           20370501
                      15                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92883                        CA                                                       20070601                                          20070427                                                 20070701                                           20370601
                      16                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GLENDALE                                                                                     91208                        CA                                                       20070601                                          20070511                                                 20070701                                           20370601
                      17                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROSEVILLE                                                                                    95747                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                      18                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHINO HILLS                                                                                  91709                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                      19                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92009                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                      20                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FALLBROOK                                                                                    92028                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                      21                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DUBLIN                                                                                       94568                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                      22                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEDONA                                                                                       86351                        AZ                                                       20070901                                          20070731                                                 20071001                                           20370901
                      23                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NORWALK                                                                                      90650                        CA                                                       20070701                                          20070625                                                 20070801                                           20370701
                      24                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WOODBRIDGE                                                                                   22192                        VA                                                       20070801                                          20070724                                                 20070901                                           20370801
                      25                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        OXNARD                                                                                       93030                        CA                                                       20070901                                          20070801                                                 20071001                                           20370901
                      26                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TUCSON                                                                                       85745                        AZ                                                       20070801                                          20070709                                                 20070901                                           20370801
                      27                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ANAHEIM                                                                                      92804                        CA                                                       20070801                                          20070725                                                 20070901                                           20370801
                      28                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        YORBA LINDA                                                                                  92887                        CA                                                       20070701                                          20070621                                                 20070801                                           20370701
                      29                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CANYON COUNTRY                                                                               91387                        CA                                                       20070801                                          20070725                                                 20070901                                           20370801
                      30                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SCOTTSDALE                                                                                   85259                        AZ                                                       20070701                                          20070625                                                 20070801                                           20370701
                      31                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TEMECULA                                                                                     92592                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                      32                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAS VEGAS                                                                                    89117                        NV                                                       20070701                                          20070611                                                 20070801                                           20370701
                      33                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHESTER                                                                                      21619                        MD                                                       20070801                                          20070705                                                 20070901                                           20370801
                      34                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GREEN OAKS                                                                                   60048                        IL                                                       20070801                                          20070717                                                 20070901                                           20370801
                      35                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LINCOLN                                                                                      95648                        CA                                                       20070701                                          20070612                                                 20070801                                           20370701
                      36                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FRESNO                                                                                       93730                        CA                                                       20070801                                          20070702                                                 20070901                                           20370801
                      37                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAS VEGAS                                                                                    89135                        NV                                                       20070801                                          20070727                                                 20070901                                           20370801
                      38                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DOWNEY                                                                                       90240                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                      39                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN CLEMENTE                                                                                 92673                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                      40                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE FOREST                                                                                  92630                        CA                                                       20070801                                          20070724                                                 20070901                                           20370801
                      41                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NORWALK                                                                                      90650                        CA                                                       20070801                                          20070724                                                 20070901                                           20370801
                      42                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HAMILTON                                                                                      8690                        NJ                                                       20070801                                          20070717                                                 20070901                                           20370801
                      43                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FREMONT                                                                                      94538                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                      44                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARBONDALE                                                                                   81623                        CO                                                       20070801                                          20070726                                                 20070901                                           20370801
                      45                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GOLDEN                                                                                       80401                        CO                                                       20070701                                          20070625                                                 20070801                                           20370701
                      46                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  91343                        CA                                                       20070601                                          20070604                                                 20070701                                           20370601
                      47                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  91607                        CA                                                       20070701                                          20070626                                                 20070801                                           20370701
                      48                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NAPLES                                                                                       34113                        FL                                                       20070801                                          20070719                                                 20070901                                           20370801
                      49                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LORTON                                                                                       22079                        VA                                                       20070701                                          20070629                                                 20070801                                           20370701
                      50                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DANBURY                                                                                       6811                        CT                                                       20070801                                          20070724                                                 20070901                                           20370801
                      51                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DOWNEY                                                                                       90241                        CA                                                       20070801                                          20070717                                                 20070901                                           20370801
                      52                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MOUNT LAUREL                                                                                  8054                        NJ                                                       20070801                                          20070720                                                 20070901                                           20370801
                      53                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAINT HELENA                                                                                 94574                        CA                                                       20070801                                          20070710                                                 20070901                                           20370801
                      54                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ORANGE                                                                                       92867                        CA                                                       20070801                                          20070705                                                 20070901                                           20370801
                      55                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PASADENA                                                                                     91106                        CA                                                       20070801                                          20070724                                                 20070901                                           20370801
                      56                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BIG SKY                                                                                      59716                        MT                                                       20070901                                          20070730                                                 20071001                                           20370901
                      57                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DUBLIN                                                                                       94568                        CA                                                       20070401                                          20070322                                                 20070501                                           20370401
                      58                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SIMI VALLEY                                                                                  93063                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                      59                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92880                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                      60                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHANDLER                                                                                     85249                        AZ                                                       20070701                                          20070608                                                 20070801                                           20370701
                      61                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HUNTINGTON BEACH                                                                             92648                        CA                                                       20070801                                          20070710                                                 20070901                                           20370801
                      62                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA CLARITA                                                                                91355                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                      63                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROCKLIN                                                                                      95677                        CA                                                       20070801                                          20070709                                                 20070901                                           20370801
                      64                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA BARBARA                                                                                93101                        CA                                                       20070801                                          20070719                                                 20070901                                           20370801
                      65                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALISO VIEJO                                                                                  92656                        CA                                                       20070801                                          20070710                                                 20070901                                           20370801
                      66                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROSAMOND                                                                                     93560                        CA                                                       20070601                                          20060407                                                 20070701                                           20370601
                      67                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        KAILUA KONA                                                                                  96740                        HI                                                       20070801                                          20070711                                                 20070901                                           20370801
                      68                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PHOENIX                                                                                      85016                        AZ                                                       20070801                                          20070718                                                 20070901                                           20370801
                      69                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90049                        CA                                                       20070801                                          20070710                                                 20070901                                           20370801
                      70                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FRANKLIN                                                                                     37064                        TN                                                       20070801                                          20070731                                                 20070901                                           20370801
                      71                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HAYDEN LAKE                                                                                  83835                        ID                                                       20070701                                          20060726                                                 20070801                                           20370701
                      72                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DENVER                                                                                       80207                        CO                                                       20070601                                          20061109                                                 20070701                                           20370601
                      73                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MILPITAS                                                                                     95035                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                      74                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TRABUCO CANYON                                                                               92678                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                      75                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90042                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                      76                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAWNDALE                                                                                     90260                        CA                                                       20070801                                          20070718                                                 20070901                                           20370801
                      77                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95148                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                      78                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        OCEANSIDE                                                                                    92057                        CA                                                       20070801                                          20070725                                                 20070901                                           20370801
                      79                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FORT LAUDERDALE                                                                              33301                        FL                                                       20070801                                          20070711                                                 20070901                                           20370801
                      80                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        STEVENSON RANCH                                                                              91381                        CA                                                       20070701                                          20070626                                                 20070801                                           20370701
                      81                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ELK GROVE                                                                                    95757                        CA                                                       20070801                                          20070710                                                 20070901                                           20370801
                      82                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GLEN ELLYN                                                                                   60137                        IL                                                       20070801                                          20070730                                                 20070901                                           20370801
                      83                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95132                        CA                                                       20070801                                          20070727                                                 20070901                                           20370801
                      84                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LONG BEACH TOWNSHIP                                                                           8008                        NJ                                                       20070801                                          20070720                                                 20070901                                           20370801
                      85                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEW YORK                                                                                     10025                        NY                                                       20070901                                          20070802                                                 20071001                                           20370901
                      86                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHULA VISTA                                                                                  91915                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                      87                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SARATOGA                                                                                     95070                        CA                                                       20070801                                          20070727                                                 20070901                                           20370801
                      88                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CITY OF PERRIS                                                                               92571                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                      89                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WOODBRIDGE                                                                                   22191                        VA                                                       20070801                                          20070717                                                 20070901                                           20370801
                      90                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92107                        CA                                                       20070701                                          20070601                                                 20070801                                           20370701
                      91                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CULVER CITY                                                                                  90230                        CA                                                       20070801                                          20070709                                                 20070901                                           20370801
                      92                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COSTA MESA                                                                                   92627                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                      93                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAGUNA BEACH                                                                                 92651                        CA                                                       20070801                                          20070714                                                 20070901                                           20370801
                      94                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FOLSOM                                                                                       95630                        CA                                                       20070801                                          20070718                                                 20070901                                           20370801
                      95                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FOLSOM                                                                                       95630                        CA                                                       20070801                                          20070713                                                 20070901                                           20370801
                      96                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE FOREST                                                                                  92630                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                      97                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FULLERTON                                                                                    92833                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                      98                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        STUDIO CITY                                                                                  91602                        CA                                                       20070801                                          20070717                                                 20070901                                           20370801
                      99                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MARLBORO TOWNSHIP                                                                             7746                        NJ                                                       20070801                                          20070724                                                 20070901                                           20370801
                     100                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PEACHTREE CITY                                                                               30269                        GA                                                       20070901                                          20070802                                                 20071001                                           20370901
                     101                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FALLBROOK                                                                                    92028                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     102                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GREAT FALLS                                                                                  22066                        VA                                                       20070701                                          20070629                                                 20070801                                           20370701
                     103                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROSEVILLE                                                                                    95747                        CA                                                       20070701                                          20070613                                                 20070801                                           20370701
                     104                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GLENN DALE                                                                                   20769                        MD                                                       20070801                                          20070706                                                 20070901                                           20370801
                     105                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BOTHELL                                                                                      98021                        WA                                                       20070801                                          20070711                                                 20070901                                           20370801
                     106                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HOMEWOOD                                                                                     60430                        IL                                                       20070801                                          20070724                                                 20070901                                           20370801
                     107                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SOUTH JORDAN                                                                                 84095                        UT                                                       20070801                                          20070710                                                 20070901                                           20370801
                     108                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FAIRFAX                                                                                      22032                        VA                                                       20070801                                          20070713                                                 20070901                                           20370801
                     109                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LADERA RANCH                                                                                 92694                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                     110                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BIG BEAR LAKE                                                                                92315                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                     111                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        REDWOOD CITY                                                                                 94065                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                     112                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MILFORD                                                                                      48381                        MI                                                       20070801                                          20070716                                                 20070901                                           20370801
                     113                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WATSONVILLE                                                                                  95076                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                     114                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MIRAMAR                                                                                      33027                        FL                                                       20070801                                          20070720                                                 20070901                                           20370801
                     115                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LEMONT                                                                                       60439                        IL                                                       20070801                                          20070724                                                 20070901                                           20370801
                     116                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        VACAVILLE                                                                                    95688                        CA                                                       20070701                                          20070619                                                 20070801                                           20370701
                     117                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DANA POINT                                                                                   92629                        CA                                                       20070801                                          20070706                                                 20070901                                           20370801
                     118                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CLAREMONT                                                                                    91711                        CA                                                       20070801                                          20070709                                                 20070901                                           20370801
                     119                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COLLEYVILLE                                                                                  76034                        TX                                                       20070801                                          20070713                                                 20070901                                           20370801
                     120                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BERMUDA DUNES                                                                                92203                        CA                                                       20070801                                          20070720                                                 20070901                                           20370801
                     121                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN MARCOS                                                                                   92078                        CA                                                       20070801                                          20070628                                                 20070901                                           20370801
                     122                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAMMAMISH                                                                                    98075                        WA                                                       20070801                                          20070712                                                 20070901                                           20370801
                     123                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92131                        CA                                                       20070801                                          20070711                                                 20070901                                           20370801
                     124                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ATLANTA                                                                                      30317                        GA                                                       20070701                                          20070628                                                 20070801                                           20370701
                     125                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BETHLEHEM                                                                                    18020                        PA                                                       20070801                                          20070713                                                 20070901                                           20370801
                     126                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95136                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                     127                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ISSAQUAH                                                                                     98029                        WA                                                       20070801                                          20070723                                                 20070901                                           20370801
                     128                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92109                        CA                                                       20070701                                          20070622                                                 20070801                                           20370701
                     129                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA ANA                                                                                    92701                        CA                                                       20070801                                          20070718                                                 20070901                                           20370801
                     130                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FULLERTON                                                                                    92835                        CA                                                       20070801                                          20070705                                                 20070901                                           20370801
                     131                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN RAMON                                                                                    94583                        CA                                                       20070801                                          20070701                                                 20070901                                           20370801
                     132                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NAMPA                                                                                        83687                        ID                                                       20070701                                          20070628                                                 20070801                                           20370701
                     133                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        OAKLEY                                                                                       94561                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     134                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BREA                                                                                         92821                        CA                                                       20070701                                          20070620                                                 20070801                                           20370701
                     135                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BERMUDA DUNES                                                                                92203                        CA                                                       20070801                                          20070706                                                 20070901                                           20370801
                     136                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHICAGO                                                                                      60615                        IL                                                       20070801                                          20070727                                                 20070901                                           20370801
                     137                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COLORADO SPRINGS                                                                             80921                        CO                                                       20070801                                          20070706                                                 20070901                                           20370801
                     138                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAMMAMISH                                                                                    98074                        WA                                                       20070701                                          20070702                                                 20070801                                           20370701
                     139                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WELLESLEY                                                                                     2481                        MA                                                       20070701                                          20070706                                                 20070801                                           20370701
                     140                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DRAPER                                                                                       84020                        UT                                                       20070801                                          20070727                                                 20070901                                           20370801
                     141                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA CLARITA                                                                                91350                        CA                                                       20070701                                          20070706                                                 20070801                                           20370701
                     142                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92879                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     143                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA BARBARA                                                                                93101                        CA                                                       20070701                                          20070620                                                 20070801                                           20370701
                     144                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SUNNYVALE                                                                                    94086                        CA                                                       20070801                                          20070725                                                 20070901                                           20370801
                     145                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FREMONT                                                                                      94538                        CA                                                       20070801                                          20070705                                                 20070901                                           20370801
                     146                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN LEANDRO                                                                                  94578                        CA                                                       20070801                                          20070702                                                 20070901                                           20370801
                     147                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MANALAPAN                                                                                     7726                        NJ                                                       20070701                                          20070620                                                 20070801                                           20370701
                     148                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA ROSA BEACH                                                                             32459                        FL                                                       20070801                                          20070712                                                 20070901                                           20370801
                     149                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FAIRFIELD                                                                                     6824                        CT                                                       20070701                                          20070628                                                 20070801                                           20370701
                     150                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GLEN ELLYN                                                                                   60137                        IL                                                       20070801                                          20070727                                                 20070901                                           20370801
                     151                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        EUGENE                                                                                       97404                        OR                                                       20070801                                          20070711                                                 20070901                                           20370801
                     152                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        IRVINE                                                                                       92603                        CA                                                       20070801                                          20070702                                                 20070901                                           20370801
                     153                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHARLESTOWN                                                                                   2129                        MA                                                       20070701                                          20070627                                                 20070801                                           20370701
                     154                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WESTON                                                                                       33327                        FL                                                       20070801                                          20070710                                                 20070901                                           20370801
                     155                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BOISE                                                                                        83703                        ID                                                       20070801                                          20070709                                                 20070901                                           20370801
                     156                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        INDIAN ROCKS BEACH                                                                           33785                        FL                                                       20070801                                          20070726                                                 20070901                                           20370801
                     157                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEWARK                                                                                       94560                        CA                                                       20070801                                          20070629                                                 20070901                                           20370801
                     158                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HERNDON                                                                                      20171                        VA                                                       20070701                                          20070703                                                 20070801                                           20370701
                     159                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NAPA                                                                                         94558                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                     160                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SHERMAN OAKS                                                                                 91403                        CA                                                       20070901                                          20070724                                                 20071001                                           20370901
                     161                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BIG BEAR CITY                                                                                92314                        CA                                                       20070801                                          20070703                                                 20070901                                           20370801
                     162                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PENRYN                                                                                       95663                        CA                                                       20070801                                          20070711                                                 20070901                                           20370801
                     163                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PORTLAND                                                                                     97221                        OR                                                       20070801                                          20070726                                                 20070901                                           20370801
                     164                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SACRAMENTO                                                                                   95833                        CA                                                       20070501                                          20070423                                                 20070601                                           20370501
                     165                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PATTERSON                                                                                    95363                        CA                                                       20070401                                          20070327                                                 20070501                                           20370401
                     166                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        INGLEWOOD                                                                                    90305                        CA                                                       20070601                                          20070601                                                 20070701                                           20370601
                     167                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CALABASAS                                                                                    91302                        CA                                                       20070401                                          20070316                                                 20070501                                           20370401
                     168                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Chatham                                                                                       7928                        NJ                                                       20070801                                          20070716                                                 20070901                                           20370801
                     169                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Sparks                                                                                       89436                        NV                                                       20070801                                          20070711                                                 20070901                                           20370801
                     170                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        STUDIO CITY                                                                                  91604                        CA                                                       20070901                                          20070809                                                 20071001                                           20370901
                     171                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PAUMA VALLEY                                                                                 92061                        CA                                                       20070801                                          20070709                                                 20070901                                           20370801
                     172                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ORLANDO                                                                                      32819                        FL                                                       20070701                                          20050822                                                 20070801                                           20370701
                     173                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DANBURY                                                                                       6811                        CT                                                       20070701                                          20070126                                                 20070801                                           20370701
                     174                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LEWISVILLE                                                                                   75056                        TX                                                       20070801                                          20070725                                                 20070901                                           20370801
                     175                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MADISON                                                                                      35758                        AL                                                       20070701                                          20070625                                                 20070801                                           20370701
                     176                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA ROSA VALLEY                                                                            93012                        CA                                                       20070901                                          20070802                                                 20071001                                           20370901
                     177                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WEST HILLS                                                                                   91307                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                     178                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHULA VISTA                                                                                  91914                        CA                                                       20070901                                          20070808                                                 20071001                                           20370901
                     179                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        VENTURA                                                                                      93003                        CA                                                       20070801                                          20070709                                                 20070901                                           20370801
                     180                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN CARLOS                                                                                   94070                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                     181                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AUSTIN                                                                                       78735                        TX                                                       20070901                                          20070811                                                 20071001                                           20370901
                     182                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE ARROWHEAD                                                                               92352                        CA                                                       20070901                                          20070808                                                 20071001                                           20370901
                     183                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALTADENA                                                                                     91001                        CA                                                       20070701                                          20070612                                                 20070801                                           20470701
                     184                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GLENDALE                                                                                     91206                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                     185                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MARGATE                                                                                       8402                        NJ                                                       20070801                                          20070706                                                 20070901                                           20370801
                     186                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALPHARETTA                                                                                   30004                        GA                                                       20070901                                          20070814                                                 20071001                                           20370901
                     187                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CAMINO                                                                                       95709                        CA                                                       20070701                                          20070605                                                 20070801                                           20370701
                     188                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FALLBROOK                                                                                    92028                        CA                                                       20070801                                          20070718                                                 20070901                                           20370801
                     189                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        STEAMBOAT SPRINGS                                                                            80487                        CO                                                       20070801                                          20070703                                                 20070901                                           20370801
                     190                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA FE                                                                                     87506                        NM                                                       20070801                                          20070705                                                 20070901                                           20370801
                     191                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEWPORT BEACH                                                                                92663                        CA                                                       20070901                                          20070803                                                 20071001                                           20370901
                     192                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92117                        CA                                                       20070701                                          20070614                                                 20070801                                           20370701
                     193                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CAMBRIA                                                                                      93428                        CA                                                       20070701                                          20070619                                                 20070801                                           20370701
                     194                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PINECREST                                                                                    33156                        FL                                                       20070701                                          20070627                                                 20070801                                           20370701
                     195                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FAIR LAWN                                                                                     7410                        NJ                                                       20070801                                          20070710                                                 20070901                                           20370801
                     196                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SCOTTSDALE                                                                                   85255                        AZ                                                       20070801                                          20070701                                                 20070901                                           20370801
                     197                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SPRINGFIELD                                                                                  22153                        VA                                                       20070701                                          20070705                                                 20070801                                           20370701
                     198                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Plano                                                                                        75025                        TX                                                       20070901                                          20070810                                                 20071001                                           20370901
                     199                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA CLARITA CANYON COUN                                                                    91351                        CA                                                       20070801                                          20070723                                                 20070901                                           20370801
                     200                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WOODLAND HILLS                                                                               91364                        CA                                                       20070901                                          20070808                                                 20071001                                           20370901
                     201                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WEST LAKELAND                                                                                55082                        MN                                                       20070801                                          20070719                                                 20070901                                           20370801
                     202                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CULVER CITY                                                                                  90232                        CA                                                       20070901                                          20070806                                                 20071001                                           20370901
                     203                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEWARK                                                                                       94560                        CA                                                       20070901                                          20070802                                                 20071001                                           20370901
                     204                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEW YORK                                                                                     10028                        NY                                                       20070801                                          20070726                                                 20070901                                           20370801
                     205                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHULA VISTA                                                                                  91914                        CA                                                       20070901                                          20070807                                                 20071001                                           20370901
                     206                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90013                        CA                                                       20070801                                          20070727                                                 20070901                                           20370801
                     207                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90025                        CA                                                       20070801                                          20070725                                                 20070901                                           20370801
                     208                        Prefund                                                    GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAFAYETTE                                                                                    80026                        CO                                                       20070901                                          20070810                                                 20071001                                           20370901
                     209                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        PARKER                                                                                       80134                        CO                                                       20070601                                          20070511                                                 20070701                                           20370601
                     210                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        EL CAJON                                                                                     92021                        CA                                                       20070601                                          20070502                                                 20070701                                           20370601
                     211                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        LOS ANGELES                                                                                  90045                        CA                                                       20070601                                          20070504                                                 20070701                                           20370601
                     212                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        RESEDA                                                                                       91335                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     213                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        CENTENNIAL                                                                                   80112                        CO                                                       20070601                                          20070509                                                 20070701                                           20370601
                     214                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        VISTA                                                                                        92084                        CA                                                       20070601                                          20070511                                                 20070701                                           20370601
                     215                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        FRESNO                                                                                       93727                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     216                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        ESCONDIDO                                                                                    92029                        CA                                                       20070601                                          20070508                                                 20070701                                           20370601
                     217                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        LUTZ                                                                                         33549                        FL                                                       20070601                                          20070510                                                 20070701                                           20370601
                     218                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        OCEANSIDE                                                                                    92056                        CA                                                       20070601                                          20070507                                                 20070701                                           20370601
                     219                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        BOULDER                                                                                      80302                        CO                                                       20070601                                          20070510                                                 20070701                                           20370601
                     220                        Non-Prefund                                                GI. SS                                               G01                                        EMCFLOW                                                         EMCMORTGAGE                                                        MONTEREY PARK                                                                                91754                        CA                                                       20070701                                          20070618                                                 20070801                                           20370701
                     221                        Non-Prefund                                                GI. SS                                               G01                                        EMCFLOW                                                         EMCMORTGAGE                                                        LOS ANGELES                                                                                  90019                        CA                                                       20070701                                          20070615                                                 20070801                                           20370701
                     222                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92126                        CA                                                       20070701                                          20070613                                                 20070801                                           20370701
                     223                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ARLINGTON                                                                                    22205                        VA                                                       20070701                                          20070627                                                 20070801                                           20370701
                     224                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        REDWOOD CITY                                                                                 94062                        CA                                                       20070701                                          20070531                                                 20070801                                           20370701
                     225                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SUNNYVALE                                                                                    94086                        CA                                                       20070701                                          20070606                                                 20070801                                           20370701
                     226                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHANTILLY                                                                                    20151                        VA                                                       20070701                                          20070625                                                 20070801                                           20370701
                     227                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BURBANK                                                                                      91506                        CA                                                       20070801                                          20070712                                                 20070901                                           20370801
                     228                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NAPA                                                                                         94559                        CA                                                       20070701                                          20070615                                                 20070801                                           20370701
                     229                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98136                        WA                                                       20070701                                          20070614                                                 20070801                                           20370701
                     230                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ARNOLD                                                                                       21012                        MD                                                       20070701                                          20070629                                                 20070801                                           20370701
                     231                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98199                        WA                                                       20070701                                          20070608                                                 20070801                                           20370701
                     232                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GLENDALE                                                                                     91214                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     233                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MOUNTAIN VIEW                                                                                94040                        CA                                                       20070701                                          20070621                                                 20070801                                           20370701
                     234                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA PALMA                                                                                     90623                        CA                                                       20070701                                          20070618                                                 20070801                                           20370701
                     235                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MEDINA                                                                                       55340                        MN                                                       20070701                                          20070622                                                 20070801                                           20370701
                     236                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN CLEMENTE                                                                                 92673                        CA                                                       20070701                                          20070626                                                 20070801                                           20370701
                     237                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92008                        CA                                                       20070301                                          20070208                                                 20070401                                           20370301
                     238                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FRANKFORT                                                                                    60423                        IL                                                       20070701                                          20060420                                                 20070801                                           20370701
                     239                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98118                        WA                                                       20070701                                          20060731                                                 20070801                                           20370701
                     240                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BEND                                                                                         97701                        OR                                                       20070701                                          20060914                                                 20070801                                           20370701
                     241                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHESTER                                                                                      96020                        CA                                                       20070801                                          20070720                                                 20070901                                           20370801
                     242                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92880                        CA                                                       20070801                                          20070716                                                 20070901                                           20370801
                     243                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RENO                                                                                         89502                        NV                                                       20070801                                          20070717                                                 20070901                                           20370801
                     244                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COLORADO SPRINGS                                                                             80919                        CO                                                       20070501                                          20070501                                                 20070601                                           20370501
                     245                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BOULDER                                                                                      80301                        CO                                                       20070701                                          20070629                                                 20070801                                           20370701
                     246                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SALINAS                                                                                      93908                        CA                                                       20070601                                          20070502                                                 20070701                                           20370601
                     247                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HONOLULU                                                                                     96821                        HI                                                       20070601                                          20070525                                                 20070701                                           20370601
                     248                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHANDLER                                                                                     85248                        AZ                                                       20070601                                          20070503                                                 20070701                                           20370601
                     249                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HERNDON                                                                                      20171                        VA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     250                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEW CANAAN                                                                                    6840                        CT                                                       20070601                                          20070511                                                 20070701                                           20370601
                     251                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BELMONT                                                                                       2478                        MA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     252                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DALY CITY                                                                                    94015                        CA                                                       20070601                                          20070508                                                 20070701                                           20370601
                     253                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHULA VISTA                                                                                  91914                        CA                                                       20070601                                          20070502                                                 20070701                                           20370601
                     254                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ANNAPOLIS                                                                                    21403                        MD                                                       20070601                                          20070516                                                 20070701                                           20370601
                     255                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GAITHERSBURG                                                                                 20878                        MD                                                       20070601                                          20070511                                                 20070701                                           20370601
                     256                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LADY LAKE                                                                                    32162                        FL                                                       20070601                                          20070516                                                 20070701                                           20370601
                     257                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WOODLAND HILLS                                                                               91367                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     258                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HENDERSON                                                                                    89012                        NV                                                       20070601                                          20070508                                                 20070701                                           20370601
                     259                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MIAMI                                                                                        33193                        FL                                                       20070601                                          20070503                                                 20070701                                           20370601
                     260                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GILROY                                                                                       95020                        CA                                                       20070601                                          20070504                                                 20070701                                           20370601
                     261                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BRISTOW                                                                                      20136                        VA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     262                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE LOTAWANA                                                                                64086                        MO                                                       20070601                                          20070503                                                 20070701                                           20370601
                     263                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TORRANCE                                                                                     90505                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     264                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA FE                                                                                     87501                        NM                                                       20070601                                          20070515                                                 20070701                                           20470601
                     265                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHANDLER                                                                                     85248                        AZ                                                       20070601                                          20070517                                                 20070701                                           20370601
                     266                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AMESBURY                                                                                      1913                        MA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     267                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LEAWOOD                                                                                      66211                        KS                                                       20070601                                          20070519                                                 20070701                                           20370601
                     268                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MANTECA                                                                                      95336                        CA                                                       20070601                                          20070516                                                 20070701                                           20370601
                     269                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BELLINGHAM                                                                                   98225                        WA                                                       20070701                                          20070601                                                 20070801                                           20370701
                     270                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RENO                                                                                         89509                        NV                                                       20070601                                          20070522                                                 20070701                                           20370601
                     271                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LONG BEACH                                                                                   90807                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     272                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92011                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     273                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN LUIS OBISPO                                                                              93401                        CA                                                       20070701                                          20070607                                                 20070801                                           20370701
                     274                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AURORA                                                                                       80016                        CO                                                       20070701                                          20070606                                                 20070801                                           20370701
                     275                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALPHARETTA                                                                                   30004                        GA                                                       20070501                                          20070410                                                 20070601                                           20370501
                     276                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        OXNARD AREA                                                                                  93035                        CA                                                       20070601                                          20070501                                                 20070701                                           20370601
                     277                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        VALENCIA AREA                                                                                91381                        CA                                                       20070501                                          20070501                                                 20070601                                           20370501
                     278                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PORT ST JOE                                                                                  32456                        FL                                                       20070501                                          20070425                                                 20070601                                           20370501
                     279                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FAIR OAKS                                                                                    95628                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     280                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE FOREST                                                                                  92630                        CA                                                       20070601                                          20070521                                                 20070701                                           20370601
                     281                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROLLING HILLS ESTATES                                                                        90274                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     282                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BUCKINGHAM                                                                                   18934                        PA                                                       20070701                                          20070607                                                 20070801                                           20370701
                     283                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SPRINGBORO                                                                                   45066                        OH                                                       20070601                                          20070601                                                 20070701                                           20370601
                     284                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SOUTH PASADENA                                                                               91030                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     285                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90065                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     286                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BIG SKY                                                                                      59716                        MT                                                       20070601                                          20070606                                                 20070701                                           20370601
                     287                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AZUSA                                                                                        91702                        CA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     288                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95136                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     289                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SCITUATE                                                                                      2066                        MA                                                       20070701                                          20070601                                                 20070801                                           20370701
                     290                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AMENIA                                                                                       12501                        NY                                                       20070601                                          20070525                                                 20070701                                           20370601
                     291                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LONG BEACH                                                                                   90803                        CA                                                       20070701                                          20070601                                                 20070801                                           20370701
                     292                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90047                        CA                                                       20070701                                          20070531                                                 20070801                                           20370701
                     293                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        REDONDO BEACH                                                                                90278                        CA                                                       20070601                                          20070531                                                 20070701                                           20370601
                     294                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HARTSDALE                                                                                    10530                        NY                                                       20070601                                          20070530                                                 20070701                                           20370601
                     295                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROHNERT PARK                                                                                 94928                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     296                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MURRIETA                                                                                     92562                        CA                                                       20070701                                          20070531                                                 20070801                                           20370701
                     297                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NORTH CALDWELL                                                                                7006                        NJ                                                       20070601                                          20070531                                                 20070701                                           20370601
                     298                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MCLEAN                                                                                       22101                        VA                                                       20070701                                          20070607                                                 20070801                                           20370701
                     299                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEASIDE                                                                                      93955                        CA                                                       20070701                                          20070530                                                 20070801                                           20370701
                     300                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CLAREMONT                                                                                    91711                        CA                                                       20070701                                          20070601                                                 20070801                                           20370701
                     301                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAYTON                                                                                       84040                        UT                                                       20070601                                          20070605                                                 20070701                                           20370601
                     302                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95124                        CA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     303                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ACAMPO                                                                                       95220                        CA                                                       20070601                                          20070501                                                 20070701                                           20370601
                     304                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NAPA                                                                                         94558                        CA                                                       20070601                                          20070516                                                 20070701                                           20370601
                     305                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEDONA                                                                                       86336                        AZ                                                       20070601                                          20070524                                                 20070701                                           20370601
                     306                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92011                        CA                                                       20070601                                          20070521                                                 20070701                                           20370601
                     307                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LANGLEY                                                                                      98260                        WA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     308                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHANDLER                                                                                     85226                        AZ                                                       20070601                                          20070509                                                 20070701                                           20370601
                     309                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TORRANCE                                                                                     90505                        CA                                                       20070601                                          20070511                                                 20070701                                           20370601
                     310                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PARAMOUNT                                                                                    90723                        CA                                                       20070601                                          20070503                                                 20070701                                           20370601
                     311                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98109                        WA                                                       20070601                                          20070516                                                 20070701                                           20370601
                     312                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CAMPTON                                                                                       3223                        NH                                                       20070701                                          20070608                                                 20070801                                           20370701
                     313                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        IRVINE                                                                                       92620                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     314                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE WORTH                                                                                   33467                        FL                                                       20070701                                          20070604                                                 20070801                                           20370701
                     315                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PORTLAND                                                                                     97219                        OR                                                       20070701                                          20070524                                                 20070801                                           20370701
                     316                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SALINAS                                                                                      93901                        CA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     317                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95126                        CA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     318                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHICAGO                                                                                      60605                        IL                                                       20070601                                          20070529                                                 20070701                                           20370601
                     319                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  91342                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     320                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DALLAS                                                                                       75244                        TX                                                       20070701                                          20070607                                                 20070801                                           20370701
                     321                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HALEIWA                                                                                      96712                        HI                                                       20070701                                          20070606                                                 20070801                                           20370701
                     322                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SARATOGA                                                                                     95070                        CA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     323                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHICAGO                                                                                      60641                        IL                                                       20070601                                          20070515                                                 20070701                                           20370601
                     324                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WATSONVILLE                                                                                  95076                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     325                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHULA VISTA                                                                                  91915                        CA                                                       20070601                                          20070427                                                 20070701                                           20370601
                     326                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        QUEEN CREEK                                                                                  85242                        AZ                                                       20070601                                          20070518                                                 20070701                                           20370601
                     327                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BRENTWOOD                                                                                    94513                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     328                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BETHESDA                                                                                     20817                        MD                                                       20070601                                          20070518                                                 20070701                                           20370601
                     329                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        EL DORADO HILLS                                                                              95762                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     330                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LEESBURG                                                                                     20176                        VA                                                       20070601                                          20070516                                                 20070701                                           20370601
                     331                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        EL SOBRANTE                                                                                  94803                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     332                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TUCSON                                                                                       85749                        AZ                                                       20070601                                          20070518                                                 20070701                                           20370601
                     333                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PAWLEYS ISLAND                                                                               29585                        SC                                                       20070601                                          20070518                                                 20070701                                           20370601
                     334                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        EDISON                                                                                        8820                        NJ                                                       20070601                                          20070517                                                 20070701                                           20370601
                     335                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MISSION VIEJO                                                                                92691                        CA                                                       20070601                                          20070502                                                 20070701                                           20370601
                     336                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA CANADA FLINTRIDGE                                                                         91011                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     337                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO SANTA MARGARITA                                                                       92688                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     338                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CANTON                                                                                       30115                        GA                                                       20070601                                          20070511                                                 20070701                                           20370601
                     339                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COLLEYVILLE                                                                                  76034                        TX                                                       20070601                                          20070517                                                 20070701                                           20370601
                     340                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PLANTATION                                                                                   33325                        FL                                                       20070601                                          20070515                                                 20070701                                           20370601
                     341                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        OXNARD                                                                                       93030                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     342                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        STERLING                                                                                     20164                        VA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     343                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEWPORT BEACH                                                                                92625                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     344                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MOORESVILLE                                                                                  28117                        NC                                                       20070501                                          20070504                                                 20070601                                           20370501
                     345                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SIMI VALLEY                                                                                  93065                        CA                                                       20070601                                          20070501                                                 20070701                                           20370601
                     346                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PARAMUS                                                                                       7652                        NJ                                                       20070601                                          20070511                                                 20070701                                           20370601
                     347                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        VALLEJO                                                                                      94591                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     348                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PARK CITY                                                                                    84060                        UT                                                       20070601                                          20070525                                                 20070701                                           20370601
                     349                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92879                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     350                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MIAMI                                                                                        33133                        FL                                                       20070601                                          20070511                                                 20070701                                           20370601
                     351                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92131                        CA                                                       20070601                                          20070504                                                 20070701                                           20370601
                     352                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE BARRINGTON                                                                              60010                        IL                                                       20070501                                          20070430                                                 20070601                                           20370501
                     353                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHESAPEAKE                                                                                   23322                        VA                                                       20070601                                          20070530                                                 20070701                                           20370601
                     354                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DIAMOND BAR                                                                                  91765                        CA                                                       20070501                                          20070426                                                 20070601                                           20370501
                     355                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FREMONT                                                                                      94536                        CA                                                       20070601                                          20070511                                                 20070701                                           20370601
                     356                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DOWNEY                                                                                       90242                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     357                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AUBURN                                                                                       95602                        CA                                                       20070601                                          20070516                                                 20070701                                           20370601
                     358                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ANGWIN                                                                                       94508                        CA                                                       20070601                                          20070426                                                 20070701                                           20370601
                     359                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO SANTA FE                                                                              92067                        CA                                                       20070601                                          20070521                                                 20070701                                           20370601
                     360                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92009                        CA                                                       20070601                                          20070516                                                 20070701                                           20370601
                     361                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ISSAQUAH                                                                                     98029                        WA                                                       20070601                                          20070516                                                 20070701                                           20370601
                     362                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92101                        CA                                                       20070601                                          20070427                                                 20070701                                           20370601
                     363                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CAMBRIA                                                                                      93428                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     364                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA MONICA                                                                                 90403                        CA                                                       20070601                                          20070427                                                 20070701                                           20370601
                     365                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALPINE                                                                                       91901                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     366                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROCKVILLE                                                                                    20850                        MD                                                       20070601                                          20070529                                                 20070701                                           20370601
                     367                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BEDFORD                                                                                       3110                        NH                                                       20070601                                          20070511                                                 20070701                                           20370601
                     368                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MISSION VIEJO                                                                                92692                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     369                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DENVER                                                                                       80209                        CO                                                       20070501                                          20070424                                                 20070601                                           20370501
                     370                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA BARBARA                                                                                93110                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     371                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PLAYA VISTA                                                                                  90094                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     372                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ENGLEWOOD                                                                                    80112                        CO                                                       20070601                                          20070510                                                 20070701                                           20370601
                     373                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92130                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     374                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WALNUT CREEK                                                                                 94598                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     375                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        UNIVERSITY PLACE                                                                             98467                        WA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     376                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN CLEMENTE                                                                                 92673                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     377                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MINNEAPOLIS                                                                                  55408                        MN                                                       20070501                                          20070427                                                 20070601                                           20370501
                     378                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHULA VISTA                                                                                  91913                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     379                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PASADENA                                                                                     91103                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     380                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COLORADO SPRINGS                                                                             80907                        CO                                                       20070601                                          20070502                                                 20070701                                           20370601
                     381                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DANVILLE                                                                                     94506                        CA                                                       20070601                                          20070426                                                 20070701                                           20370601
                     382                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SALEM                                                                                        97306                        OR                                                       20070501                                          20070420                                                 20070601                                           20370501
                     383                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BRASELTON                                                                                    30517                        GA                                                       20070401                                          20070315                                                 20070501                                           20370401
                     384                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SILVERDALE                                                                                   98383                        WA                                                       20070501                                          20070430                                                 20070601                                           20370501
                     385                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SNOHOMISH                                                                                    98290                        WA                                                       20070501                                          20070426                                                 20070601                                           20370501
                     386                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92011                        CA                                                       20070501                                          20070417                                                 20070601                                           20370501
                     387                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN CLEMENTE                                                                                 92673                        CA                                                       20070601                                          20070507                                                 20070701                                           20370601
                     388                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ORANGE                                                                                       92865                        CA                                                       20070501                                          20070426                                                 20070601                                           20370501
                     389                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHICAGO                                                                                      60614                        IL                                                       20070601                                          20070508                                                 20070701                                           20370601
                     390                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PICO RIVERA                                                                                  90660                        CA                                                       20070601                                          20070427                                                 20070701                                           20370601
                     391                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA HABRA                                                                                     90631                        CA                                                       20070501                                          20070405                                                 20070601                                           20370501
                     392                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DUBLIN AREA                                                                                  94568                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     393                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALPINE                                                                                       84004                        UT                                                       20070601                                          20070515                                                 20070701                                           20370601
                     394                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALDIE                                                                                        20105                        VA                                                       20070501                                          20070412                                                 20070601                                           20370501
                     395                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        KINGWOOD                                                                                     77345                        TX                                                       20070601                                          20070509                                                 20070701                                           20370601
                     396                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92880                        CA                                                       20070401                                          20070319                                                 20070501                                           20370401
                     397                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CLARKSBURG                                                                                   20871                        MD                                                       20070401                                          20070318                                                 20070501                                           20370401
                     398                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90026                        CA                                                       20070501                                          20070426                                                 20070601                                           20370501
                     399                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA CLARITA                                                                                91355                        CA                                                       20070601                                          20070426                                                 20070701                                           20370601
                     400                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA MONICA                                                                                 90403                        CA                                                       20070501                                          20070419                                                 20070601                                           20370501
                     401                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAS VEGAS                                                                                    89131                        NV                                                       20070501                                          20070418                                                 20070601                                           20370501
                     402                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        EVERETT                                                                                      98205                        WA                                                       20070501                                          20070424                                                 20070601                                           20370501
                     403                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BOTHELL                                                                                      98021                        WA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     404                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GRAHAM                                                                                       98338                        WA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     405                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HUNTINGTON BEACH                                                                             92649                        CA                                                       20070601                                          20070507                                                 20070701                                           20370601
                     406                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CALABASAS                                                                                    91302                        CA                                                       20070501                                          20070406                                                 20070601                                           20370501
                     407                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SOUTH YARMOUTH                                                                                2664                        MA                                                       20070601                                          20070511                                                 20070701                                           20370601
                     408                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GATLINBURG                                                                                   37738                        TN                                                       20070601                                          20070525                                                 20070701                                           20370601
                     409                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GATLINBURG                                                                                   37738                        TN                                                       20070601                                          20070530                                                 20070701                                           20370601
                     410                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAS VEGAS                                                                                    89183                        NV                                                       20070501                                          20070413                                                 20070601                                           20370501
                     411                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90035                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     412                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BIRMINGHAM                                                                                   48009                        MI                                                       20070601                                          20070530                                                 20070701                                           20370601
                     413                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA JOLLA                                                                                     92037                        CA                                                       20070501                                          20070420                                                 20070601                                           20370501
                     414                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        IRVINE                                                                                       92618                        CA                                                       20070501                                          20070424                                                 20070601                                           20370501
                     415                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEW YORK                                                                                     10021                        NY                                                       20070601                                          20070529                                                 20070701                                           20370601
                     416                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WINTER GARDEN                                                                                34787                        FL                                                       20070601                                          20070531                                                 20070701                                           20370601
                     417                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PASADENA                                                                                     91105                        CA                                                       20070501                                          20070417                                                 20070601                                           20370501
                     418                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NAPERVILLE                                                                                   60540                        IL                                                       20070501                                          20070427                                                 20070601                                           20370501
                     419                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BURBANK                                                                                      91504                        CA                                                       20070601                                          20070503                                                 20070701                                           20370601
                     420                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAS VEGAS                                                                                    89178                        NV                                                       20070501                                          20070413                                                 20070601                                           20370501
                     421                        Non-Prefund                                                GI. SS                                               G02                                        EMCFLOW                                                         EMCMORTGAGE                                                        MOUNT PLEASANT                                                                               29466                        SC                                                       20070501                                          20070413                                                 20070601                                           20370501
                     422                        Non-Prefund                                                GI. SS                                               G02                                        BSRM                                                            EMCMORTGAGE                                                        West Jordan                                                                                  84088                        UT                                                       20070801                                          20070702                                                 20070901                                           20370801
                     423                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Treasure Island                                                                              33706                        FL                                                       20070701                                          20070629                                                 20070801                                           20370701
                     424                        Non-Prefund                                                GI. SS                                               G03                                        BSRM                                                            EMCMORTGAGE                                                        Corona                                                                                       92882                        CA                                                       20070701                                          20070627                                                 20070801                                           20370701
                     425                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Minden                                                                                       89423                        NV                                                       20070701                                          20070613                                                 20070801                                           20370701
                     426                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Long Valley                                                                                   7853                        NJ                                                       20070701                                          20070625                                                 20070801                                           20370701
                     427                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        TARZANA                                                                                      91335                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     428                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Oxnard                                                                                       93035                        CA                                                       20070701                                          20070612                                                 20070801                                           20370701
                     429                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHINO HILLS                                                                                  91709                        CA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     430                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN CARLOS                                                                                   94070                        CA                                                       20070701                                          20070613                                                 20070801                                           20370701
                     431                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MIAMI                                                                                        33138                        FL                                                       20070701                                          20070613                                                 20070801                                           20370701
                     432                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORSICANA                                                                                    75109                        TX                                                       20070701                                          20070613                                                 20070801                                           20370701
                     433                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO CUCAMONGA                                                                             91739                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     434                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WESTON                                                                                       33327                        FL                                                       20070701                                          20070614                                                 20070801                                           20370701
                     435                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        REDMOND                                                                                      98053                        WA                                                       20070701                                          20070612                                                 20070801                                           20370701
                     436                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        OAKLAND                                                                                      94611                        CA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     437                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CAMARILLO                                                                                    93012                        CA                                                       20070701                                          20070613                                                 20070801                                           20370701
                     438                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PARAMUS                                                                                       7652                        NJ                                                       20070701                                          20070613                                                 20070801                                           20370701
                     439                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ANTIOCH                                                                                      94531                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     440                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA BARBARA                                                                                93105                        CA                                                       20070701                                          20070613                                                 20070801                                           20370701
                     441                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN RAFAEL                                                                                   94903                        CA                                                       20070701                                          20070608                                                 20070801                                           20370701
                     442                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90065                        CA                                                       20070701                                          20070608                                                 20070801                                           20370701
                     443                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COOS BAY                                                                                     97420                        OR                                                       20070601                                          20070523                                                 20070701                                           20370601
                     444                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CAPE CORAL                                                                                   33914                        FL                                                       20070701                                          20070613                                                 20070801                                           20370701
                     445                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MILLBRAE                                                                                     94030                        CA                                                       20070701                                          20070613                                                 20070801                                           20370701
                     446                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ELMWOOD PARK                                                                                  7407                        NJ                                                       20070701                                          20070611                                                 20070801                                           20370701
                     447                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LEESBURG                                                                                     20175                        VA                                                       20070701                                          20070612                                                 20070801                                           20370701
                     448                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PALM DESERT                                                                                  92260                        CA                                                       20070701                                          20070614                                                 20070801                                           20370701
                     449                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA CLARA                                                                                  95051                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     450                        Non-Prefund                                                GI. SS                                               G02                                        BSRM                                                            EMCMORTGAGE                                                        Citrus Heights                                                                               95610                        CA                                                       20070901                                          20070807                                                 20071001                                           20370901
                     451                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Cottage Grove                                                                                55016                        MN                                                       20070801                                          20070725                                                 20070901                                           20370801
                     452                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Anaheim                                                                                      92806                        CA                                                       20070901                                          20070801                                                 20071001                                           20370901
                     453                        Non-Prefund                                                GI. SS                                               G02                                        BSRM                                                            EMCMORTGAGE                                                        Oceanside                                                                                    92056                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                     454                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        ASHBURN                                                                                      20147                        VA                                                       20070801                                          20070726                                                 20070901                                           20370801
                     455                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        IRVING                                                                                       75038                        TX                                                       20070801                                          20070731                                                 20070901                                           20370801
                     456                        Non-Prefund                                                GI. SS                                               G03                                        BSRM                                                            EMCMORTGAGE                                                        Sherman Oaks                                                                                 91403                        CA                                                       20070801                                          20070726                                                 20070901                                           20370801
                     457                        Non-Prefund                                                GI. SS                                               G02                                        BSRM                                                            EMCMORTGAGE                                                        Placerville                                                                                  95667                        CA                                                       20070801                                          20070720                                                 20070901                                           20370801
                     458                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        NEWBURYPORT                                                                                   1950                        MA                                                       20061101                                          20061013                                                 20061201                                           20361101
                     459                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        BELLEVUE                                                                                     98008                        WA                                                       20070601                                          20070507                                                 20070701                                           20370601
                     460                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        SAMMAMISH                                                                                    98074                        WA                                                       20070601                                          20070503                                                 20070701                                           20370601
                     461                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        HIGHAND                                                                                      84003                        UT                                                       20070601                                          20070509                                                 20070701                                           20370601
                     462                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        CHEVY CHASE                                                                                  20815                        MD                                                       20070601                                          20070510                                                 20070701                                           20370601
                     463                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        BELLEVUE                                                                                     98006                        WA                                                       20070601                                          20070508                                                 20070701                                           20370601
                     464                        Non-Prefund                                                GI. SS                                               G01                                        TAYLOR BEAN                                                     EMCMORTGAGE                                                        RIVERSIDE                                                                                    92507                        CA                                                       20070501                                          20070426                                                 20070601                                           20370501
                     465                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Upland                                                                                       91786                        CA                                                       20070801                                          20070720                                                 20070901                                           20370801
                     466                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Windsor Mill                                                                                 21244                        MD                                                       20070801                                          20070720                                                 20070901                                           20370801
                     467                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        La Mirada                                                                                    90638                        CA                                                       20070801                                          20070723                                                 20070901                                           20370801
                     468                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Baltimore                                                                                    21231                        MD                                                       20070801                                          20070720                                                 20070901                                           20370801
                     469                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Santa Rosa                                                                                   95401                        CA                                                       20070801                                          20070713                                                 20070901                                           20370801
                     470                        Non-Prefund                                                GI. SS                                               G02                                        BSRM                                                            EMCMORTGAGE                                                        Fountain Hills                                                                               85268                        AZ                                                       20070901                                          20070807                                                 20071001                                           20370901
                     471                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Minden                                                                                       89423                        NV                                                       20070801                                          20070713                                                 20070901                                           20370801
                     472                        Non-Prefund                                                GI. SS                                               G01                                        BSRM                                                            EMCMORTGAGE                                                        Fairfax                                                                                      22030                        VA                                                       20070801                                          20070710                                                 20070901                                           20370801
                     473                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        YUCAIPA                                                                                      92399                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     474                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO SANTA MARGARITA                                                                       92688                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     475                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BOYNE CITY                                                                                   49712                        MI                                                       20070601                                          20070525                                                 20070701                                           20370601
                     476                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SPRING VALLEY                                                                                91977                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     477                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FOSTER CITY                                                                                  94404                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     478                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN FRANCISCO                                                                                94112                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     479                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ALAMITOS AREA                                                                            90720                        CA                                                       20070701                                          20070514                                                 20070801                                           20370701
                     480                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TIERRA VERDE                                                                                 33715                        FL                                                       20070601                                          20070524                                                 20070701                                           20370601
                     481                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TUCSON                                                                                       85730                        AZ                                                       20070601                                          20070523                                                 20070701                                           20370601
                     482                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA HABRA HEIGHTS                                                                             90631                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     483                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ARLINGTON                                                                                    22207                        VA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     484                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SONOMA                                                                                       95476                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     485                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FONTANA                                                                                      92336                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     486                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA MONICA                                                                                 90405                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     487                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN FRANCISCO                                                                                94123                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     488                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WESTON                                                                                       33327                        FL                                                       20070601                                          20070525                                                 20070701                                           20370601
                     489                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98119                        WA                                                       20070601                                          20070521                                                 20070701                                           20370601
                     490                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALPHARETTA                                                                                   30022                        GA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     491                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92008                        CA                                                       20070601                                          20070530                                                 20070701                                           20370601
                     492                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GOLD CANYON                                                                                  85218                        AZ                                                       20070601                                          20070523                                                 20070701                                           20370601
                     493                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS GATOS                                                                                    95030                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     494                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95120                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     495                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        UNIVERSITY PARK                                                                              75225                        TX                                                       20070601                                          20070525                                                 20070701                                           20370601
                     496                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ENCINITAS                                                                                    92024                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     497                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92127                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     498                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ORANGE                                                                                       92869                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     499                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        IRVINE                                                                                       92603                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     500                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MILPITAS                                                                                     95035                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     501                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AUBURN                                                                                       95602                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     502                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARMEL                                                                                       93923                        CA                                                       20070601                                          20070530                                                 20070701                                           20370601
                     503                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LADERA RANCH                                                                                 92694                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     504                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HIGHLAND PARK                                                                                60035                        IL                                                       20070201                                          20070131                                                 20070301                                           20370201
                     505                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95124                        CA                                                       20070401                                          20070321                                                 20070501                                           20370401
                     506                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MOORESVILLE                                                                                  28117                        NC                                                       20070501                                          20070504                                                 20070601                                           20370501
                     507                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SCOTTSDALE                                                                                   85262                        AZ                                                       20070201                                          20070116                                                 20070301                                           20370201
                     508                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MIAMI                                                                                        33176                        FL                                                       20070601                                          20070515                                                 20070701                                           20370601
                     509                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MARTINEZ                                                                                     94553                        CA                                                       20070501                                          20070424                                                 20070601                                           20370501
                     510                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95133                        CA                                                       20070601                                          20070508                                                 20070701                                           20370601
                     511                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92882                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     512                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CLOSTER                                                                                       7624                        NJ                                                       20070601                                          20070521                                                 20070701                                           20370601
                     513                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA CANADA FLINTRIDGE                                                                         91011                        CA                                                       20070601                                          20070508                                                 20070701                                           20370601
                     514                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAMMAMISH                                                                                    98074                        WA                                                       20070601                                          20070521                                                 20070701                                           20370601
                     515                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LEMONT                                                                                       60439                        IL                                                       20070601                                          20070518                                                 20070701                                           20370601
                     516                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DUBLIN                                                                                       94568                        CA                                                       20070401                                          20070326                                                 20070501                                           20370401
                     517                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MEDFORD                                                                                       2155                        MA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     518                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92883                        CA                                                       20070601                                          20070430                                                 20070701                                           20370601
                     519                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEWTOWN                                                                                       6482                        CT                                                       20070601                                          20070501                                                 20070701                                           20370601
                     520                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        JACKSON                                                                                      38305                        TN                                                       20070501                                          20070426                                                 20070601                                           20370501
                     521                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MERCER ISLAND                                                                                98040                        WA                                                       20070601                                          20070504                                                 20070701                                           20370601
                     522                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHICAGO                                                                                      60656                        IL                                                       20070601                                          20070524                                                 20070701                                           20370601
                     523                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92129                        CA                                                       20070601                                          20070521                                                 20070701                                           20370601
                     524                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAVANNAH                                                                                     31401                        GA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     525                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PALM SPRINGS                                                                                 92264                        CA                                                       20070601                                          20070518                                                 20070701                                           20370601
                     526                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FRISCO                                                                                       75034                        TX                                                       20070601                                          20070515                                                 20070701                                           20370601
                     527                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92115                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     528                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RIVERSIDE                                                                                    92506                        CA                                                       20070601                                          20070502                                                 20070701                                           20370601
                     529                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SOUTH SAN FRANCISCO                                                                          94080                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     530                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARBONDALE                                                                                   81623                        CO                                                       20070601                                          20070509                                                 20070701                                           20370601
                     531                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN RAMON                                                                                    94582                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     532                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ANNA MARIA                                                                                   34216                        FL                                                       20070601                                          20070524                                                 20070701                                           20370601
                     533                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        IRVINE                                                                                       92618                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     534                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        EL SOBRANTE                                                                                  94803                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     535                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        TOWNSHIP OF MEDFORD                                                                           8055                        NJ                                                       20070601                                          20070519                                                 20070701                                           20370601
                     536                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BEL AIR                                                                                      21015                        MD                                                       20070501                                          20070427                                                 20070601                                           20370501
                     537                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CORONA                                                                                       92881                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     538                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SARASOTA                                                                                     34239                        FL                                                       20070601                                          20070517                                                 20070701                                           20370601
                     539                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PARRISH                                                                                      34219                        FL                                                       20070601                                          20070514                                                 20070701                                           20370601
                     540                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FREMONT                                                                                      94536                        CA                                                       20070601                                          20070514                                                 20070701                                           20370601
                     541                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  91367                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     542                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90018                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     543                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GRANTS PASS                                                                                  97527                        OR                                                       20070601                                          20070507                                                 20070701                                           20370601
                     544                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MIDLOTHIAN                                                                                   23112                        VA                                                       20070701                                          20070530                                                 20070801                                           20370701
                     545                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO MIRAGE                                                                                92270                        CA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     546                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BALA CYNWYD                                                                                  19004                        PA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     547                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COVINA                                                                                       91724                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     548                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAS VEGAS                                                                                    89144                        NV                                                       20070601                                          20070524                                                 20070701                                           20370601
                     549                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO CUCAMONGA                                                                             91739                        CA                                                       20070701                                          20070523                                                 20070801                                           20370701
                     550                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DANA POINT                                                                                   92629                        CA                                                       20070601                                          20070517                                                 20070701                                           20370601
                     551                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MARLBORO TOWNSHI                                                                              7746                        NJ                                                       20070601                                          20070530                                                 20070701                                           20370601
                     552                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN LUIS OBISPO                                                                              93405                        CA                                                       20070701                                          20070531                                                 20070801                                           20370701
                     553                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        GIG HARBOR                                                                                   98335                        WA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     554                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HUNTINGTON BEACH                                                                             92648                        CA                                                       20070601                                          20070507                                                 20070701                                           20370601
                     555                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ORLANDO                                                                                      32836                        FL                                                       20070601                                          20070523                                                 20070701                                           20370601
                     556                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DANVILLE                                                                                     94526                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     557                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PASADENA                                                                                     91105                        CA                                                       20070701                                          20070601                                                 20070801                                           20370701
                     558                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CUTLER BAY                                                                                   33157                        FL                                                       20070601                                          20070523                                                 20070701                                           20370601
                     559                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA CANADA FLINTRIDGE                                                                         91011                        CA                                                       20070601                                          20070508                                                 20070701                                           20370601
                     560                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MISSION VIEJO                                                                                92691                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     561                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA MESA                                                                                      91941                        CA                                                       20070601                                          20070508                                                 20070701                                           20370601
                     562                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CONCORD                                                                                       1742                        MA                                                       20070601                                          20070601                                                 20070701                                           20370601
                     563                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FREMONT                                                                                      94536                        CA                                                       20070701                                          20070529                                                 20070801                                           20370701
                     564                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA BARBARA                                                                                93103                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     565                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WALNUT CREEK                                                                                 94597                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     566                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WALNUT CREEK                                                                                 94597                        CA                                                       20070601                                          20070510                                                 20070701                                           20370601
                     567                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95148                        CA                                                       20070601                                          20070504                                                 20070701                                           20370601
                     568                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        EL DORADO HILLS                                                                              95762                        CA                                                       20070701                                          20070524                                                 20070801                                           20370701
                     569                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BALTIMORE                                                                                    21219                        MD                                                       20070701                                          20070604                                                 20070801                                           20370701
                     570                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        DALY CITY                                                                                    94014                        CA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     571                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90043                        CA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     572                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES (                                                                                91306                        CA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     573                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92124                        CA                                                       20070601                                          20070531                                                 20070701                                           20370601
                     574                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HERMOSA BEACH                                                                                90254                        CA                                                       20070601                                          20070531                                                 20070701                                           20370601
                     575                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN RAMON                                                                                    94582                        CA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     576                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE STEVENS                                                                                 98258                        WA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     577                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90025                        CA                                                       20070701                                          20070531                                                 20070801                                           20370701
                     578                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        BANNER ELK                                                                                   28604                        NC                                                       20070501                                          20070418                                                 20070601                                           20370501
                     579                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LINCOLN                                                                                      95648                        CA                                                       20070501                                          20070409                                                 20070601                                           20370501
                     580                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NEWTON                                                                                        2468                        MA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     581                        Non-Prefund                                                GI. SS                                               G01                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        AREA OF HARBOR CITY                                                                          90710                        CA                                                       20070501                                          20070413                                                 20070601                                           20370501
                     582                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WASHINGTON                                                                                   20002                        DC                                                       20070301                                          20070228                                                 20070401                                           20370301
                     583                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAGUNA NIGEL                                                                                 92677                        CA                                                       20070601                                          20070509                                                 20070701                                           20370601
                     584                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        JACKSON                                                                                      83001                        WY                                                       20070601                                          20070512                                                 20070701                                           20370601
                     585                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHANDLER                                                                                     85249                        AZ                                                       20070601                                          20070525                                                 20070701                                           20370601
                     586                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CHATHAM                                                                                       2633                        MA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     587                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92103                        CA                                                       20070701                                          20070607                                                 20070801                                           20370701
                     588                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MAHOPAC                                                                                      10541                        NY                                                       20070701                                          20070601                                                 20070801                                           20370701
                     589                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HOLLISTER                                                                                    95023                        CA                                                       20070701                                          20070605                                                 20070801                                           20470701
                     590                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MINOCQUA                                                                                     54548                        WI                                                       20070701                                          20070605                                                 20070801                                           20370701
                     591                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN FRANCISCO                                                                                94117                        CA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     592                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98115                        WA                                                       20070701                                          20070607                                                 20070801                                           20370701
                     593                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAS VEGAS                                                                                    89144                        NV                                                       20070701                                          20070615                                                 20070801                                           20370701
                     594                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ATLANTA                                                                                      30342                        GA                                                       20070701                                          20070615                                                 20070801                                           20370701
                     595                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WOODINVILLE                                                                                  98072                        WA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     596                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CAMPBELL                                                                                     95008                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     597                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        RANCHO CUCAMONGA                                                                             91739                        CA                                                       20070701                                          20070601                                                 20070801                                           20370701
                     598                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NORTH WILDWOOD                                                                                8260                        NJ                                                       20070601                                          20070530                                                 20070701                                           20370601
                     599                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ENCINITAS                                                                                    92024                        CA                                                       20070601                                          20070511                                                 20070701                                           20370601
                     600                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ESCONDIDO                                                                                    92026                        CA                                                       20070601                                          20070530                                                 20070701                                           20370601
                     601                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAKE ELSINORE                                                                                92532                        CA                                                       20070601                                          20070504                                                 20070701                                           20370601
                     602                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HALF MOON BAY                                                                                94019                        CA                                                       20070701                                          20070601                                                 20070801                                           20370701
                     603                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ROSWELL                                                                                      30075                        GA                                                       20070601                                          20070524                                                 20070701                                           20370601
                     604                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98144                        WA                                                       20070701                                          20070607                                                 20070801                                           20370701
                     605                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LAWRENCEVILLE                                                                                 8648                        NJ                                                       20070701                                          20070611                                                 20070801                                           20370701
                     606                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90049                        CA                                                       20070701                                          20070606                                                 20070801                                           20470701
                     607                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MIAMI                                                                                        33133                        FL                                                       20070701                                          20070611                                                 20070801                                           20370701
                     608                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LA JOLLA                                                                                     92037                        CA                                                       20070701                                          20070607                                                 20070801                                           20370701
                     609                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        PALOS VERDES ESTATES                                                                         90274                        CA                                                       20070701                                          20070612                                                 20070801                                           20370701
                     610                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  90042                        CA                                                       20070701                                          20070608                                                 20070801                                           20370701
                     611                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NORTH HOLLYWOOD                                                                              91606                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     612                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARLSBAD                                                                                     92009                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     613                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN DIEGO                                                                                    92126                        CA                                                       20070701                                          20070606                                                 20070801                                           20370701
                     614                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ALPINE                                                                                       91901                        CA                                                       20070701                                          20070609                                                 20070801                                           20370701
                     615                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        IRVINE                                                                                       92620                        CA                                                       20070701                                          20070604                                                 20070801                                           20370701
                     616                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        WESTMINSTER                                                                                  92683                        CA                                                       20070601                                          20070522                                                 20070701                                           20370601
                     617                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        KULA                                                                                         96790                        HI                                                       20070601                                          20070522                                                 20070701                                           20370601
                     618                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        MISSION VIEJO                                                                                92692                        CA                                                       20070601                                          20070525                                                 20070701                                           20370601
                     619                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        HINSDALE                                                                                     60521                        IL                                                       20070701                                          20070615                                                 20070801                                           20370701
                     620                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        CARMEL                                                                                       46032                        IN                                                       20070701                                          20070614                                                 20070801                                           20370701
                     621                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        ENUMCLAW                                                                                     98022                        WA                                                       20070701                                          20070615                                                 20070801                                           20370701
                     622                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SEATTLE                                                                                      98136                        WA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     623                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        NORWALK                                                                                      90650                        CA                                                       20070701                                          20070608                                                 20070801                                           20370701
                     624                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SANTA BARBARA                                                                                93103                        CA                                                       20070701                                          20070611                                                 20070801                                           20370701
                     625                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        OAKLAND                                                                                      94611                        CA                                                       20070701                                          20070608                                                 20070801                                           20370701
                     626                        Non-Prefund                                                GI. SS                                               G03                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        SAN JOSE                                                                                     95127                        CA                                                       20070701                                          20070606                                                 20070801                                           20370701
                     627                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LEWES                                                                                        19958                        DE                                                       20070601                                          20070518                                                 20070701                                           20370601
                     628                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        LOS ANGELES                                                                                  91367                        CA                                                       20070601                                          20070523                                                 20070701                                           20370601
                     629                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        COSTA MESA                                                                                   92627                        CA                                                       20070601                                          20070529                                                 20070701                                           20370601
                     630                        Non-Prefund                                                GI. SS                                               G02                                        COUNTRYWIDE                                                     COUNTRYWIDE                                                        FRISCO                                                                                       75034                        TX                                                       20070701                                          20070614                                                 20070801                                           20370701


                LOAN_SEQ                                    PAID_TO                        AM_TYPE                                            BALLOON                                                                STATED_ORIGINAL_TERM                                          AMORT_TERM1                                                STATED_REM_TERM                                              ORIGINAL_BALANCE                                               CURRENT_BALANCE                        LIEN                                                             SR_LIEN_BALANCE                                            JR_LIEN_BALANCE                                         SALES_PRICE                                       APPRAISAL
                --------                                    -------                        -------                                            -------                                                                --------------------                                          -----------                                                ---------------                                              ----------------                                               ---------------                        ----                                                             ---------------                                            ---------------                                         -----------                                       ---------
                       1                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     532500.00                                                     506468.29                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       710000.00
                       2                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     648915.00                                                     617192.25                        First Lien                                                                  0.00                                                       0.00                                           811144.00                                       812000.00
                       3                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     652000.00                                                     620126.44                        First Lien                                                                  0.00                                                   81500.00                                           815000.00                                       815000.00
                       4                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     508000.00                                                     483166.00                        First Lien                                                                  0.00                                                   95205.46                                           635975.00                                       689000.00
                       5                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     600000.00                                                     599999.13                        First Lien                                                                  0.00                                                  249900.00                                                0.00                                      1400000.00
                       6                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     656000.00                                                     656000.00                        First Lien                                                                  0.00                                                   81918.00                                           820000.00                                       820000.00
                       7                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     999000.00                                                     999000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1275000.00
                       8                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     493617.00                                                     493617.00                        First Lien                                                                  0.00                                                  123404.40                                           617022.00                                       617022.00
                       9                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     637500.00                                                     637500.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       850000.00
                      10                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     431920.00                                                     431920.00                        First Lien                                                                  0.00                                                  107980.00                                           539900.00                                       539900.00
                      11                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     490000.00                                                     490000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       850000.00
                      12                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            357                                                     440000.00                                                     440000.00                        First Lien                                                                  0.00                                                       0.00                                           550000.00                                       550000.00
                      13                                   20070701                        ARMS                                               No                                                                                      360                                                  360                                                            357                                                    1000000.00                                                    1000000.00                        First Lien                                                                  0.00                                                       0.00                                          1700000.00                                      1750000.00
                      14                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            357                                                     650000.00                                                     650000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      2015000.00
                      15                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     440000.00                                                     440000.00                        First Lien                                                                  0.00                                                  110000.00                                                0.00                                       550000.00
                      16                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     888000.00                                                     888000.00                        First Lien                                                                  0.00                                                  222000.00                                          1110000.00                                      1110000.00
                      17                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     479992.00                                                     479992.00                        First Lien                                                                  0.00                                                  119998.00                                           599990.00                                       666000.00
                      18                                   20070701                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     657000.00                                                     657000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       875000.00
                      19                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     500000.00                                                     500000.00                        First Lien                                                                  0.00                                                   62500.00                                                0.00                                       625000.00
                      20                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     680000.00                                                     680000.00                        First Lien                                                                  0.00                                                       0.00                                           850000.00                                       860000.00
                      21                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     752000.00                                                     751900.00                        First Lien                                                                  0.00                                                  136018.00                                                0.00                                       940000.00
                      22                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     650000.00                                                     618224.21                        First Lien                                                                  0.00                                                       0.00                                           840000.00                                       845000.00
                      23                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     497000.00                                                     472703.74                        First Lien                                                                  0.00                                                   62013.40                                                0.00                                       622000.00
                      24                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     624000.00                                                     593495.24                        First Lien                                                                  0.00                                                  117000.00                                                0.00                                       780000.00
                      25                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     524000.00                                                     498383.82                        First Lien                                                                  0.00                                                   65500.00                                           655000.00                                       715000.00
                      26                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     448000.00                                                     426099.15                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       602000.00
                      27                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     476000.00                                                     452730.34                        First Lien                                                                  0.00                                                   59500.00                                           595000.00                                       595000.00
                      28                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     548000.00                                                     521210.56                        First Lien                                                                  0.00                                                   95009.50                                                0.00                                       685000.00
                      29                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     528000.00                                                     502188.28                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       660000.00
                      30                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     613000.00                                                     583032.99                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1175000.00
                      31                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     807000.00                                                     767549.13                        First Lien                                                                  0.00                                                  200100.00                                                0.00                                      1150000.00
                      32                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     920000.00                                                     875025.03                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1150000.00
                      33                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     576000.00                                                     547841.76                        First Lien                                                                  0.00                                                  144000.00                                           720000.00                                       735000.00
                      34                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     900000.00                                                     856002.75                        First Lien                                                                  0.00                                                       0.00                                          1330000.00                                      1350000.00
                      35                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     650000.00                                                     618224.21                        First Lien                                                                  0.00                                                  200005.00                                           850000.00                                       850000.00
                      36                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     550000.00                                                     523112.79                        First Lien                                                                  0.00                                                       0.00                                          1250000.00                                      1250000.00
                      37                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     640000.00                                                     608713.07                        First Lien                                                                  0.00                                                  120000.00                                           800000.00                                       810000.00
                      38                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     780000.00                                                     741869.05                        First Lien                                                                  0.00                                                   97500.00                                           975000.00                                      1075000.00
                      39                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     728000.00                                                     692411.11                        First Lien                                                                  0.00                                                   91000.00                                           910000.00                                       910000.00
                      40                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     455200.00                                                     432947.17                        First Lien                                                                  0.00                                                  113800.00                                           569000.00                                       605000.00
                      41                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     480000.00                                                     456534.80                        First Lien                                                                  0.00                                                   46500.00                                                0.00                                       600000.00
                      42                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     461600.00                                                     439034.30                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       580000.00
                      43                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     489600.00                                                     465665.50                        First Lien                                                                  0.00                                                   41983.20                                                0.00                                       612000.00
                      44                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     680000.00                                                     646757.63                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       850000.00
                      45                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     600000.00                                                     570165.01                        First Lien                                                                  0.00                                                   75000.00                                                0.00                                       750000.00
                      46                                   20070701                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     584000.00                                                     555450.67                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       730000.00
                      47                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     632000.00                                                     601104.15                        First Lien                                                                  0.00                                                   79000.00                                           790000.00                                       790000.00
                      48                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     773000.00                                                     735211.25                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       975000.00
                      49                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     447200.00                                                     425338.26                        First Lien                                                                  0.00                                                   83844.82                                           560460.00                                       561000.00
                      50                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     670000.00                                                     637246.49                        First Lien                                                                  0.00                                                       0.00                                           890000.00                                       890000.00
                      51                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     616000.00                                                     585886.33                        First Lien                                                                  0.00                                                  154000.00                                           770000.00                                       770000.00
                      52                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     549464.00                                                     522603.00                        First Lien                                                                  0.00                                                   68683.00                                           686830.00                                       690000.00
                      53                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     650000.00                                                     618224.21                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      4200000.00
                      54                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     852000.00                                                     810349.27                        First Lien                                                                  0.00                                                  106500.00                                                0.00                                      1065000.00
                      55                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     520000.00                                                     494579.37                        First Lien                                                                  0.00                                                       0.00                                           650000.00                                       650000.00
                      56                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     780000.00                                                     741869.05                        First Lien                                                                  0.00                                                   97500.00                                           975000.00                                       980000.00
                      57                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            356                                                     436000.00                                                     436000.00                        First Lien                                                                  0.00                                                  109000.00                                           545000.00                                       545000.00
                      58                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     466000.00                                                     465838.78                        First Lien                                                                  0.00                                                   89176.00                                                0.00                                       710000.00
                      59                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     468280.00                                                     468214.08                        First Lien                                                                  0.00                                                   99509.50                                           585350.00                                       585500.00
                      60                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     752000.00                                                     715237.85                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       940000.00
                      61                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                    1500000.00                                                    1426671.25                        First Lien                                                                  0.00                                                  246000.00                                                0.00                                      2000000.00
                      62                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     480000.00                                                     456534.80                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       600000.00
                      63                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     480000.00                                                     456534.80                        First Lien                                                                  0.00                                                   60000.00                                           600000.00                                       600000.00
                      64                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     588500.00                                                     559730.69                        First Lien                                                                  0.00                                                       0.00                                           958500.00                                       979500.00
                      65                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     431920.00                                                     410805.23                        First Lien                                                                  0.00                                                   53990.00                                           539900.00                                       540000.00
                      66                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     620000.00                                                     589690.78                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       760000.00
                      67                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     800050.00                                                     760938.89                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1200000.00
                      68                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     500000.00                                                     475557.08                        First Lien                                                                  0.00                                                  105633.75                                           637500.00                                       650000.00
                      69                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     650000.00                                                     618224.21                        First Lien                                                                  0.00                                                  199985.00                                          1850000.00                                      1850000.00
                      70                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     772000.00                                                     734260.14                        First Lien                                                                  0.00                                                       0.00                                           965000.00                                       965000.00
                      71                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     994083.70                                                     945487.09                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1900000.00
                      72                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     500682.00                                                     476205.74                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       635000.00
                      73                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     559200.00                                                     531863.04                        First Lien                                                                  0.00                                                       0.00                                           699000.00                                       745000.00
                      74                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     552000.00                                                     525015.02                        First Lien                                                                  0.00                                                   69000.00                                           690000.00                                       690000.00
                      75                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     464000.00                                                     441316.97                        First Lien                                                                  0.00                                                   40020.00                                                0.00                                       580000.00
                      76                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     452000.00                                                     429903.60                        First Lien                                                                  0.00                                                   56500.00                                                0.00                                       565000.00
                      77                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                    1000000.00                                                     951114.17                        First Lien                                                                  0.00                                                  215055.00                                          1350000.00                                      1350000.00
                      78                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     608000.00                                                     578277.41                        First Lien                                                                  0.00                                                  150024.00                                                0.00                                       760000.00
                      79                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     660000.00                                                     627735.35                        First Lien                                                                  0.00                                                       0.00                                           825000.00                                      1100000.00
                      80                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     932000.00                                                     886438.40                        First Lien                                                                  0.00                                                  233000.00                                          1165000.00                                      1165000.00
                      81                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     620000.00                                                     589690.78                        First Lien                                                                  0.00                                                   34022.50                                                0.00                                       775000.00
                      82                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     800000.00                                                     760891.33                        First Lien                                                                  0.00                                                       0.00                                          1065000.00                                      1080000.00
                      83                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     656000.00                                                     623930.89                        First Lien                                                                  0.00                                                  164000.00                                           820000.00                                       850000.00
                      84                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     460000.00                                                     437512.52                        First Lien                                                                  0.00                                                       0.00                                           658000.00                                       658000.00
                      85                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     688000.00                                                     654366.55                        First Lien                                                                  0.00                                                       0.00                                           860000.00                                       860000.00
                      86                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     562368.00                                                     534876.17                        First Lien                                                                  0.00                                                   67554.46                                           702960.00                                       706000.00
                      87                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     799600.00                                                     760510.89                        First Lien                                                                  0.00                                                       0.00                                           999500.00                                       999500.00
                      88                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     419500.00                                                     398992.39                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       500000.00
                      89                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     437500.00                                                     416112.45                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       585000.00
                      90                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     848000.00                                                     806544.81                        First Lien                                                                  0.00                                                  106000.00                                          1060000.00                                      1065000.00
                      91                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     613600.00                                                     583603.65                        First Lien                                                                  0.00                                                       0.00                                           767000.00                                       767000.00
                      92                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            358                                                     612000.00                                                     582081.87                        First Lien                                                                  0.00                                                   76423.50                                                0.00                                       765000.00
                      93                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     685000.00                                                     651513.21                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1825000.00
                      94                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     524400.00                                                     498764.27                        First Lien                                                                  0.00                                                       0.00                                           655500.00                                       656000.00
                      95                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     500000.00                                                     475557.08                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       900000.00
                      96                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     570000.00                                                     542135.08                        First Lien                                                                  0.00                                                       0.00                                           770000.00                                       770000.00
                      97                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     436000.00                                                     414685.78                        First Lien                                                                  0.00                                                   81750.00                                           545000.00                                       550000.00
                      98                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     668304.00                                                     635633.40                        First Lien                                                                  0.00                                                       0.00                                           835380.00                                       875000.00
                      99                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     704000.00                                                     669584.37                        First Lien                                                                  0.00                                                   88000.00                                           880000.00                                       880000.00
                     100                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     451920.00                                                     429827.51                        First Lien                                                                  0.00                                                   84735.00                                           564900.00                                       572000.00
                     101                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     524000.00                                                     498383.82                        First Lien                                                                  0.00                                                   65500.00                                           655000.00                                       655000.00
                     102                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     594000.00                                                     564961.82                        First Lien                                                                  0.00                                                       0.00                                           742500.00                                       750000.00
                     103                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     452500.00                                                     430379.16                        First Lien                                                                  0.00                                                  113125.00                                           565625.00                                       596000.00
                     104                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     456000.00                                                     456000.00                        First Lien                                                                  0.00                                                  114000.00                                                0.00                                       570000.00
                     105                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     479960.00                                                     479960.00                        First Lien                                                                  0.00                                                  119990.00                                           599950.00                                       599950.00
                     106                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     437500.00                                                     437500.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       625000.00
                     107                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     450300.00                                                     450300.00                        First Lien                                                                  0.00                                                   84378.71                                           562900.00                                       565000.00
                     108                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     486000.00                                                     486000.00                        First Lien                                                                  0.00                                                       0.00                                           540000.00                                       555000.00
                     109                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     460000.00                                                     460000.00                        First Lien                                                                  0.00                                                   86250.00                                           575000.00                                       575000.00
                     110                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     950000.00                                                     950000.00                        First Lien                                                                  0.00                                                       0.00                                          1282050.00                                      1282050.00
                     111                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     745750.00                                                     745750.00                        First Lien                                                                  0.00                                                       0.00                                           975000.00                                       975000.00
                     112                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     756000.00                                                     756000.00                        First Lien                                                                  0.00                                                   94500.00                                           945000.00                                       945000.00
                     113                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     447920.00                                                     447920.00                        First Lien                                                                  0.00                                                   55990.00                                           559900.00                                       559900.00
                     114                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     650000.00                                                     650000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       920000.00
                     115                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                    1159650.00                                                    1159650.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1650000.00
                     116                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     751920.00                                                     751920.00                        First Lien                                                                  0.00                                                       0.00                                           939900.00                                       939900.00
                     117                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     650000.00                                                     650000.00                        First Lien                                                                  0.00                                                  142032.00                                           880000.00                                       880000.00
                     118                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     540000.00                                                     540000.00                        First Lien                                                                  0.00                                                       0.00                                           675000.00                                       675000.00
                     119                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     473000.00                                                     473000.00                        First Lien                                                                  0.00                                                       0.00                                           698000.00                                       700000.00
                     120                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     600000.00                                                     600000.00                        First Lien                                                                  0.00                                                   40000.00                                           800000.00                                       835000.00
                     121                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     520000.00                                                     520000.00                        First Lien                                                                  0.00                                                       0.00                                           670000.00                                       670000.00
                     122                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     999999.00                                                     999999.00                        First Lien                                                                  0.00                                                  100134.50                                          1355000.00                                      1355000.00
                     123                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     704000.00                                                     704000.00                        First Lien                                                                  0.00                                                       0.00                                           880000.00                                       880000.00
                     124                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     499776.00                                                     499776.00                        First Lien                                                                  0.00                                                  124944.00                                           657600.00                                       670000.00
                     125                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     450000.00                                                     450000.00                        First Lien                                                                  0.00                                                       0.00                                           585000.00                                       590000.00
                     126                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     438400.00                                                     438400.00                        First Lien                                                                  0.00                                                  109600.00                                           548000.00                                       548000.00
                     127                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     960000.00                                                     960000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1200000.00
                     128                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     648000.00                                                     648000.00                        First Lien                                                                  0.00                                                  121500.00                                           810000.00                                       810000.00
                     129                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     455000.00                                                     455000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       650000.00
                     130                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     795000.00                                                     795000.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1700000.00
                     131                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     532000.00                                                     532000.00                        First Lien                                                                  0.00                                                       0.00                                           665000.00                                       665000.00
                     132                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     795000.00                                                     794395.07                        First Lien                                                                  0.00                                                       0.00                                                0.00                                      1100000.00
                     133                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     437576.00                                                     437576.00                        First Lien                                                                  0.00                                                   54587.61                                           546970.00                                       590000.00
                     134                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            359                                                     422100.00                                                     422100.00                        First Lien                                                                  0.00                                                       0.00                                                0.00                                       600000.00
                     135                                   20070801                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     583573.00                                                     583573.00                        First Lien                                                                  0.00                                                       0.00                                           729467.00                                       730000.00
                     136                                   20070901                        ARMS                                               No                                                                                      360                                                  360                                                            360                                                     604000.00                                                     604000.00                        First Lien                                                                  0.00                                                       0.00                                           755000.00                                       755000.00
                     137                                   20070801

Bear Stearns ARM Trust 2007-5 8-K