SEC Info - Bear Stearns Second Lien Trust 2007-1 - ‘8-K’ for 4/30/07

Bear Stearns Second Lien Trust 2007-1 – ‘8-K’ for 4/30/07 – EX-4.1

On: Wednesday, 6/13/07, at 5:13pm ET · For: 4/30/07 · Accession #: 882377-7-1658 · File #: 333-131374-55

As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/13/07 Bear Stearns Second Lien … 2007-1 8-K:9 4/30/07 6:13M Thacher Proffitt… LLP/FA

Document/Exhibit Description Pages Size 1: 8-K Bear Stearns Asset Backed Securities I LLC HTML 31K 2: EX-1.0 Underwriting Agreement HTML 179K 3: EX-3.1 Amended & Restated Trust Agreement HTML 513K 4: EX-4.1 Indenture HTML 1.46M 5: EX-99.1 Sale and Servicing Agreement HTML 22.23M 6: EX-99.2 Administration Agreement HTML 73K

Any allocation of Group II Realized Losses to a related Class of Notes or the Class II-C Certificates, as applicable, on any Payment Date shall be made by reducing the Note Principal Balance or Certificate Principal Balance, as applicable, thereof by the amount so allocated; any allocation of Group II Realized Losses to the Group II Excess Spread shall be made by reducing the amount otherwise payable in respect of the Class II-C Certificates pursuant to Section 3.02(f).

Once Realized Losses have been allocated to a Class of Class II-A, Class II-M or Class II-B Notes, such amounts with respect to such Notes will no longer accrue interest nor will such amounts in respect of interest be reinstated thereafter.

As used herein, an allocation of a Realized Loss on a “pro rata basis” among two or more specified Classes of Notes means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Notes on the basis of their then outstanding Note Principal Balances prior to giving effect to payments to be made on such Payment Date. All Realized Losses and all other losses allocated to a Class of Notes hereunder will be allocated among the Notes of such Class in proportion to the Percentage Interests evidenced thereby.

Section 3.21 Allocation of Group III Realized Losses. All Realized Losses on the Group III Mortgage Loans shall be allocated by the Securities Administrator on each Payment Date as follows: first, to the Group III Excess Spread as part of the payment in respect of the related Principal Payment Amount for such Payment Date; second, to the Class III-C Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class III-M Notes and Class III-B Notes, beginning with the Class III-B Notes and then proceeding to each Class of Class III-M Notes with the next lowest payment priority, in each case until the Note Principal Balance of each Class of related Subordinate Notes has been reduced to zero, and fourth, to the Class III-A Notes, until the Note Principal Balance thereof has been reduced to zero. All Realized Losses to be allocated to the Note Principal Balances of all Classes on any Payment Date shall be so allocated after the actual payments to be made on such date as provided above. All references above to the Note Principal Balance of any Class of Notes shall be to the Note Principal Balance of such Class immediately prior to the relevant Payment Date, before reduction thereof by any Group III Realized Losses, in each case to be allocated to such Class of Notes, on such Payment Date.

Any allocation of Group III Realized Losses to a related Class of Notes or the Class III-C Certificates, as applicable, on any Payment Date shall be made by reducing the Note Principal Balance or Certificate Principal Balance, as applicable, thereof by the amount so allocated; any allocation of Group III Realized Losses to the Group III Excess Spread shall be made by reducing the amount otherwise payable in respect of the Class III-C Certificates pursuant to Section 3.02(i).

Once Realized Losses have been allocated to a Class of Class III-A, Class III-M or Class III-B Notes, such amounts with respect to such Notes will no longer accrue interest nor will such amounts in respect of interest be reinstated thereafter.

Section 3.22 Claims on the Policy; Policy Payments Account.

(a) The Securities Administrator shall establish the Policy Payments Account. The Securities Administrator shall deposit upon receipt any amount paid under the Policy in the Policy Payments Account and use that amount only to pay the related Class A Notes the principal or interest payments for which a claim was made. Such amount may not be applied to satisfy any costs, expenses, or liabilities of the Master Servicer, the Securities Administrator, the Indenture Trustee, the related Swap Provider or the Issuing Entity (other than payments of principal and interest on the related Class A Notes). Amounts paid under the Policy, to the extent needed to pay any principal or interest payments, shall be transferred to the Payment Account on the related Payment Date, and the portion thereof representing the principal or interest payments shall be disbursed by the Securities Administrator to the Holders of the related Class A Notes, in each case as if it were a payment to such Noteholders pursuant to Section 3.02. Payments from draws on the Policy need not be made by checks or wire transfers separate from the checks or wire transfers used to pay other payments to the Holders of the related Class A Notes. However, the amount of any payment of principal of or interest on the related Class A Notes to be paid from funds transferred from the Policy Payments Account shall be noted as provided in paragraph (d) below and in the statement to be furnished to Holders of the Notes pursuant to Section 7.04. Funds held in the Policy Payments Account shall not be invested. Any funds remaining in the Policy Payments Account on the first Business Day following the later of the Payment Date and the Business Day after the day on which a payment on the Policy has been paid to the Holders of the related Class A Notes shall be returned to the Note Insurer, pursuant to the instructions of the Note Insurer, by the end of the Business Day.

(b) If the Securities Administrator has determined that an Insured Amount is required to be paid under the Policy with respect to a Payment Date, it shall deliver a notice of claim and certificate (substantially in the form of the Payment Notice under Certificate Guaranty Insurance Policy No. AB1075BE included as Exhibit A to the Policy Endorsement) to the Note Insurer no later than 12:00 noon, New York, New York City time on the second Business Day preceding the Payment Date and shall provide a copy of such notice to the Master Servicer at the time the Payment Notice is delivered to the Note Insurer. That notice (substantially in the form of the Payment Notice under Certificate Guaranty Insurance Policy No. AB1075BE included as Exhibit A to the Policy Endorsement) shall constitute a claim for payment pursuant to the Policy.

(c) If the Securities Administrator receives a certified copy of a final order of a court exercising jurisdiction with respect to a Preference Amount (as defined in the Policy) (an “Order”) that any prior payment made on the related Class A Notes constitutes a Preference Amount (as defined in the Policy), the Securities Administrator shall so notify the Note Insurer, shall comply with the Policy to obtain payment by the Note Insurer of the Preference Amount, and shall, at the time it provides notice to the Note Insurer, notify each Holder of the affected Notes by mail that, subject to the terms of the Policy, the Note Insurer will disburse the Preference Amount directly to the receiver, conservator, debtor-in-possession, or trustee in bankruptcy named in the Order (unless a Holder of the related Class A Notes has provided evidence satisfactory to the Note Insurer that it has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Securities Administrator) by 12:00 noon, New York City time on the third Business Day following the delivery to the Securities Administrator on behalf of the Noteholder of (1) a certified copy of the Order to the effect that the Securities Administrator or such Noteholder, as applicable, is required to return such Preference Amount or portion thereof because such payment was avoided, (2) a certificate that the Order has been entered and is not subject to any stay under applicable law, with respect to which order the appeal period has expired without an appeal having been filed, (3) an assignment in form and substance satisfactory to the Note Insurer, properly completed and executed and delivered by a Holder of the related Class A Notes irrevocably assigning to the Note Insurer all rights and claims of such Holder relating to or arising under such Preference Amount, and (3) a payment notice in the form of Exhibit A to the Policy appropriately completed and executed by the Securities Administrator. If the documents are received after 12:00 noon, New York City time, on a Business Day, they will be considered received on the following Business Day.

A copy of the Policy shall be made available to each affected Class A Noteholder through the Securities Administrator, and the Securities Administrator shall furnish to the Note Insurer a copy of its records evidencing the payments that have been made by the Securities Administrator in respect of any Preference Amounts paid by the Note Insurer and the dates on which the payments were made.

(d) The Securities Administrator shall keep a complete and accurate record of the amount of interest and principal paid on the related Class A Notes from moneys received under the Policy. The Note Insurer may inspect the records at reasonable times during normal business hours on two Business Days’ notice to the Securities Administrator.

(e) The Holders of the related Class A Notes are not entitled to institute proceedings directly against the Note Insurer. Each Holder of the related Class A Notes, by its purchase of related Class A Notes, agrees that the Note Insurer may at any time during the continuation of any proceeding relating to a Preference Amount, direct all matters relating to the Preference Amount on its behalf, including the direction of any appeal of any order relating to the preference claim and the posting of any surety, supersedeas, or performance bond pending any appeal.

(f) Any payments to the Note Insurer shall be made by wire transfer of immediately available funds to the following Federal Reserve Account (until the Note Insurer notifies the Securities Administrator of a change in the account information):

Ambac Assurance Corporation

Citibank, N.A. (ABA No.: 021000089)

Account No. 40609486

Reference: Policy No. AB1075BE

(g) The Securities Administrator shall, upon retirement of the related Class A Notes, furnish to the Note Insurer a notice of the retirement, and, after retirement of the related Class A Notes and the expiration of the term of the Policy, surrender the Policy to the Note Insurer for cancellation.

(h) The Securities Administrator shall hold the Policy in trust as agent for the Holders of the related Class A Notes for the purpose of making claims on the Policy and distributing the proceeds of claims on the Policy. Each Holder of the related Class A Notes, by accepting its Class A Notes, irrevocably appoints the Securities Administrator as attorney-in-fact to make claims on the Policy and to sign on its behalf any certification required with respect to any Payment Notice under the Policy.

(i) Anything in this Indenture to the contrary notwithstanding, any payment with respect to principal of or interest on the related Class A Notes that is made with money received pursuant to the Policy shall not be considered payment of the related Class A Notes from the Issuing Entity. The Depositor, the Master Servicer, the Indenture Trustee and the Securities Administrator acknowledge, and each Holder of the related Class A Notes by its acceptance of such Class A Note agrees that, without the need for any further action on the part of the Note Insurer, the Depositor, the Master Servicer, the Indenture Trustee, the Securities Administrator, or the Note Registrar :

(i) to the extent the Note Insurer makes payments, directly or indirectly, on account of principal of or interest on the related Class A Notes to the related Noteholders, the Note Insurer shall be fully subrogated to, and each such Noteholder hereby delegates and assigns to the Note Insurer, to the fullest extent permitted by law, the rights of such Noteholders to receive such principal and interest from the Issuing Entity, and

(ii) the Note Insurer shall be paid such amounts from the sources and in the manner provided in this Indenture for the payment of such amounts and as provided in this Indenture until full reimbursement of all Insured Amounts (as defined in the Policy) and Preference Amounts (together with interest thereon at the Late Payment Rate from the date paid by the Note Insurer until the date of their reimbursement).

The Securities Administrator and the Master Servicer shall cooperate in all respects with any reasonable request by the Note Insurer for action to preserve or enforce the Note Insurer’s rights or interests under this Indenture (without limiting the rights or affecting the interests of the Holders of the related Class A Notes as otherwise provided in this Indenture).

Section 3.23 Group II Basis Risk Shortfall Carry Forward Reserve Account; Payments to and from Swap Administrator with respect to the Group II Swap Agreement; Group II Supplemental Interest Trust.

(a) Pursuant to the Swap Administration Agreement, the Group II Supplemental Interest Trust shall be established and maintained in the name of the Group II Supplemental Interest Trustee, as a separate trust, the corpus of which shall be held by the Group II Supplemental Interest Trust Trustee, for the benefit of the Holders of the Group II Notes, the Class II-Certificates and the Group II Swap Provider. The Group II Supplemental Interest Trust shall hold the Group II Swap Agreement, the rights in respect of the Swap Administration Agreement that relate to Loan Group II, the Group II Swap Account, the Group II Swap Collateral Account and Class II-IO Interest. The Group II Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts in the Group II Swap Account shall, at the direction of the Majority Class II-C Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Payment Date. All net income and gain from such investments shall be distributed to the Class II-C Certificateholders, pro rata, not as a payment in respect of any interest in any REMIC, on such Payment Date. In the absence of written instructions to the Securities Administrator, amounts on deposit in the Group II Swap Account shall remain uninvested. All amounts earned on amounts on deposit in the Group II Swap Account shall be taxable to the Class II-C Certificateholders. Any losses on such investments shall be deposited in the Group II Swap Account by the Class II-C Certificateholders, pro rata, out of their own funds immediately as realized. In performing its duties hereunder and under the Group II Swap Agreement and the Swap Administration Agreement with respect to Loan Group II, the Group II Supplemental Interest Trust Trustee shall be entitled to the same rights, protections and indemnities as provided to the Securities Administrator hereunder.

(b) On or before the Closing Date, the Securities Administrator shall establish a Group II Basis Risk Shortfall Carry Forward Reserve Account on behalf of the Holders of the Group II Notes and Class II-C Certificates. On the Closing Date, the Depositor shall cause an amount equal to the Group II Basis Risk Shortfall Carry Forward Reserve Account Deposit to be deposited into the Group II Basis Risk Shortfall Carry Forward Reserve Account. The Group II Basis Risk Shortfall Carry Forward Reserve Account must be an Eligible Account. The Group II Basis Risk Shortfall Carry Forward Reserve Account shall be entitled “Group II Basis Risk Shortfall Carry Forward Reserve Account, LaSalle Bank National Association as Securities Administrator for the benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes, Series 2007-1”. The Securities Administrator shall deposit in the Group II Basis Risk Shortfall Carry Forward Reserve Account all payments received from the Swap Administrator that are payable to the Trust Fund with respect to Loan Group II pursuant to the Swap Administration Agreement. On each Payment Date the Securities Administrator shall remit such amounts received from the Swap Administrator to the Holders of the Group II Notes in the manner provided in clause (d) below. In addition, on each Payment Date as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class II-A, Class II-M or Class II-B Notes, the Securities Administrator shall deposit the amounts payable pursuant Section 3.02(f)(iii) into the Group II Basis Risk Shortfall Carry Forward Reserve Account, and the Securities Administrator has been directed by the Class II-C Certificateholders to pay any amounts then on deposit in the Group II Basis Risk Shortfall Carry Forward Reserve Account to the Holders of the Class II-A, Class II-M or Class II-B Notes in respect of the Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities set forth in Section 3.02(f)(iii). Any amount paid to the Holders of Class II-A, Class II-M or Class II-B Notes from amounts payable pursuant to Section 3.02(f)(iii) pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall be treated as distributed to the Class II-C Certificateholders in respect of the Class II-C Certificates and paid by the Class II-C Certificateholder to the Holders of the Class II-A, Class II-M or Class II-B Notes. Any payments to the Holders of the Class II-A, Class II-M or Class II-B Notes in respect of Basis Risk Shortfall Carry Forward Amounts, whether pursuant to the second preceding sentence or pursuant to clause (d) below, shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Section 860G(a)(1) of the Code.

(c) Group II Net Swap Payments and Group II Swap Termination Payments (other than Group II Swap Termination Payments resulting from a Group II Swap Provider Trigger Event and other than to the extent already paid by the Swap Administrator on behalf of the Group II Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement interest rate swap agreement that may be entered into by the Group II Supplemental Interest Trust Trustee) payable by the Swap Administrator, on behalf of the Group II Supplemental Interest Trust Trustee, to the Group II Swap Provider pursuant to the Group II Swap Agreement shall be deducted from Interest Funds with respect to Loan Group II, and to the extent of any such remaining amounts due, from Principal Funds with respect to Loan Group II, prior to any distributions to the Group II Noteholders. On or before each Payment Date, such amounts shall be remitted to the Swap Administrator, and deposited into the Group II Swap Account, first to make any Group II Net Swap Payment owed to the Group II Swap Provider pursuant to the Group II Swap Agreement for such Payment Date and for prior Payment Dates, if any, and second to make any Group II Swap Termination Payment (not due to a Group II Swap Provider Trigger Event and other than to the extent already paid by the Swap Administrator on behalf of the Group II Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement interest rate swap agreement that may be entered into by the Group II Supplemental Interest Trust Trustee) owed to the Group II Swap Provider pursuant to the Group II Swap Agreement for such Payment Date and for prior Payment Dates, if any. For federal income tax purposes, such amounts paid to the Group II Supplemental Interest Trust on each Payment Date shall first be deemed paid to the Group II Supplemental Interest Trust in respect of the Class II-IO Interest to the extent of the amount payable on such Class II-IO Interest on such Payment Date, and any remaining amount shall be deemed paid to the Group II Supplemental Interest Trust in respect of a Group II Class IO Distribution Amount. Any Group II Swap Termination Payment triggered by a Group II Swap Provider Trigger Event owed to the Group II Swap Provider pursuant to the Group II Swap Agreement will be subordinated to payments to the Holders of the Class II-A, Class II-M and Class II-B Notes and shall be paid as set forth under Section 3.02(f)(v). In addition, the Swap Administrator shall remit to the Group II Swap Provider any Group II Swap Optional Termination Payment paid as part of the Group II Mortgage Loan Purchase Price and remitted to the Group II Supplemental Interest Trust pursuant to Section 8.07.

(d) On or before each Payment Date, Group II Net Swap Payments payable by the Group II Swap Provider pursuant to the Group II Swap Agreement to the Swap Administrator, on behalf of the Group II Supplemental Interest Trust Trustee, will be deposited by the Swap Administrator, acting on behalf of the Group II Supplemental Interest Trust Trustee, into the Group II Swap Account pursuant to the Swap Administration Agreement. The Swap Administrator shall, to the extent provided in the Swap Administration Agreement, remit amounts on deposit in the Group II Swap Account to the Supplemental Interest Trust Trustee for deposit into the Group II Basis Risk Shortfall Carry Forward Reserve Account. On each Payment Date, to the extent required, the Group II Supplemental Interest Trust Trustee shall withdraw such amounts from the Group II Basis Risk Shortfall Carry Forward Reserve Account to pay to the Class II-A, Class II-M and Class II-B Notes in the following order of priority:

(i) first, to the Class II-A Notes, to pay related Current Interest and any related Interest Carry Forward Amount to the extent due to the interest portion of a related Realized Loss, in each case to the extent not fully paid pursuant to Section 3.02(d);

(ii) second, sequentially to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class II-B-1 Notes, in that order, to pay related Current Interest to the extent not fully paid pursuant to Section 3.02(d) and any related Interest Carry Forward Amount, in each case to the extent due to the interest portion of a related Realized Loss;

(iii) third, to pay first, to the Class II-A Notes, and second, sequentially to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class II-B-1 Notes, in that order, any related Basis Risk Shortfall Carry Forward Amounts for such Payment Date; and

(iv) fourth, to pay as principal to the Class II-A, Class II-M and Class II-B Notes to be applied as part of the Group II Principal Payment Amount payable under Section 3.02 to the extent that the Group II Overcollateralization Amount is reduced below the Group II Overcollateralization Target Amount, as a result of related Realized Losses and to the extent not paid by Group II Excess Spread pursuant to Section 3.02 for such Payment Date. For the avoidance of doubt, any amounts payable pursuant to this clause (iv) shall be limited to rebuilding overcollateralization related to Loan Group II to the extent overcollateralization has been reduced through Group II Realized Losses.

(e) The Group II Basis Risk Shortfall Carry Forward Reserve Account is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Indenture Trustee on behalf of the Trust shall be the nominal owner of the Group II Basis Risk Shortfall Carry Forward Reserve Account. The Class II-C Certificateholders shall be the beneficial owners of the Group II Basis Risk Shortfall Carry Forward Reserve Account, pro rata, subject to the power of the Securities Administrator to transfer amounts under Section 3.02(f). Amounts in the Group II Basis Risk Shortfall Carry Forward Reserve Account shall, at the direction of the Majority Class II-C Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Payment Date. All net income and gain from such investments shall be paid to the Class II-C Certificateholders, pro rata, not as a payment in respect of any interest in any REMIC, on such Payment Date. In the absence of written instructions to the Securities Administrator, amounts on deposit in the Group II Basis Risk Shortfall Carry Forward Reserve Account shall remain uninvested. All amounts earned on amounts on deposit in the Group II Basis Risk Shortfall Carry Forward Reserve Account shall be taxable to the Class II-C Certificateholders. Any losses on such investments shall be deposited in the Group II Basis Risk Shortfall Carry Forward Reserve Account by the Class II-C Certificateholders, pro rata, out of their own funds immediately as realized. The Group II Swap Account, which is created and maintained by the Swap Administrator pursuant to the Swap Administration Agreement, is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset of any REMIC created hereunder. The beneficial owner of the Group II Swap Account is identified, and other matters relating to the Group II Swap Account are addressed, in the Swap Administration Agreement.

(f) The Securities Administrator shall treat the Holders of Group II Notes as having entered into a notional principal contract with respect to the Holders of the Class II-C Certificates. Pursuant to each such notional principal contract, all Holders of Group II Notes shall be treated as having agreed to pay, on each Payment Date, to the Holder of the Class II-C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Payment Date on the REMIC V Regular Interest corresponding to such Class of Group II Notes over (ii) the amount payable on such Class of Group II Notes on such Payment Date (such excess, a “Group II Class IO Distribution Amount”). A Group II Class IO Distribution Amount payable from interest collections shall be allocated on a pro rata basis among such Group II Notes based on the excess of, with respect to each such Group II Note, (i) the amount of interest otherwise payable to the REMIC V Regular Interest relating to such Group II Note over (ii) the amount of interest payable to such Group II Note at a per annum rate equal to the related Group II Net WAC Cap Rate, and a Group II Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Group II Notes and Class II-C Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to each such notional principal contract, the Holder of the Class II-C Certificates shall be treated as having agreed to pay Basis Risk Shortfall Carry Forward Amounts with respect to Loan Group II to the Holders of the Group II Notes in accordance with the terms of this Indenture. Any payments to the Group II Notes from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Holders of the Group II Notes of a Group II Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Group II Notes in respect of their interests in REMIC V and as having been paid by such Holders to the Holders of the Class II-C Certificates pursuant to the related notional principal contract. Thus, each Group II Note and Class II-C Certificate shall be treated as representing not only ownership of a Regular Interest in REMIC V, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

(g) Upon a Group II Swap Early Termination other than in connection with the Optional Termination relating to Loan Group II, the Swap Administrator, pursuant to the Swap Administration Agreement, shall use reasonable efforts to appoint a successor swap provider to enter into a new interest rate swap agreement on terms substantially similar to the Group II Swap Agreement, with a successor swap provider meeting all applicable eligibility requirements. If the Swap Administrator receives a Group II Swap Termination Payment from the Group II Swap Provider in connection with such Group II Swap Early Termination, the Swap Administrator will apply such Group II Swap Termination Payment to any upfront payment required to appoint the successor swap provider. If the Swap Administrator is required to pay a Group II Swap Termination Payment to the Group II Swap Provider in connection with such Group II Swap Early Termination, the Swap Administrator will apply any upfront payment received from the successor swap provider to pay such Group II Swap Termination Payment. If the Swap Administrator is unable to appoint a successor swap provider within 30 days of the Group II Swap Early Termination, then the Swap Administrator will deposit any Group II Swap Termination Payment received from the original Group II Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Payment Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Group II Net Swap Payment, if any, that would have been paid to the Swap Administrator by the original Group II Swap Provider calculated in accordance with the terms of the original Group II Swap Agreement, and pay such amount to the Holders of the Class II-A, Class II-M and Class II-B Notes or for such other purpose specified in the Swap Administration Agreement in accordance with the terms thereof.

(h) In the event that the Group II Swap Provider fails to perform any of its obligations under the Group II Swap Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that an Event of Default, Termination Event, or Additional Termination Event (each as defined in the Group II Swap Agreement) occurs with respect to the Group II Swap Agreement, the Group II Supplemental Interest Trust Trustee shall, provided the Group II Supplemental Interest Trust Trustee has actual knowledge of such failure, breach or occurrence by the Group II Swap Provider, immediately, but no later than the next Business Day following such failure, breach, or occurrence, notify the Depositor and send any notices and make any demands, on behalf of the Group II Supplemental Interest Trust, in accordance with the Group II Swap Agreement.

(i) In the event that the Group II Swap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Group II Swap Agreement (such guaranty, the “Group II Guaranty”, and such third party, the “Group II Guarantor”), then to the extent that the Group II Swap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Group II Swap Agreement, the Group II Supplemental Interest Trust Trustee shall, as soon as practicable, but no later than two (2) Business Days after the Group II Swap Provider’s failure to pay, demand that the Group II Guarantor make any and all payments then required to be made by the Group II Guarantor pursuant to such Group II Guaranty. The Group II Swap Provider or the Depositor shall promptly provide the Group II Supplemental Interest Trust Trustee with a copy of such Group II Guaranty; provided that, the Group II Supplemental Interest Trust Trustee shall in no event be liable for any failure or delay in the performance by the Group II Swap Provider or any Group II Guarantor of its obligations hereunder or pursuant to the Group II Swap Agreement and the Group II Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith.

(j) The Group II Supplemental Interest Trust Trustee shall cause any replacement swap provider to provide a copy of the related replacement interest rate swap agreement to the Depositor.

Section 3.24 Group III Basis Risk Shortfall Carry Forward Reserve Account; Payments to and from Swap Administrator with respect to the Group III Swap Agreement; Group III Supplemental Interest Trust.

(a) Pursuant to the Swap Administration Agreement, the Group III Supplemental Interest Trust shall be established and maintained in the name of the Group III Supplemental Interest Trustee, as a separate trust, the corpus of which shall be held by the Group III Supplemental Interest Trust Trustee, for the benefit of the Holders of the Group III Notes, the Class III-C Certificates and the Group III Swap Provider. The Group III Supplemental Interest Trust shall hold the Group III Swap Agreement, the rights in respect of the Swap Administration Agreement that relate to Loan Group III, the Group III Swap Account, the Group III Swap Collateral Account and the Class III-IO Interest. The Group III Swap Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Supplemental Interest Trust Trustee held pursuant to this Agreement. Amounts in the Group III Swap Account shall, at the direction of the Majority Class III-C Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Payment Date. All net income and gain from such investments shall be distributed to the Class III-C Certificateholders, pro rata, not as a payment in respect of any interest in any REMIC, on such Payment Date. In the absence of written instructions to the Securities Administrator, amounts on deposit in the Group III Swap Account shall remain uninvested. All amounts earned on amounts on deposit in the Group III Swap Account shall be taxable to the Class III-C Certificateholders. Any losses on such investments shall be deposited in the Group III Swap Account by the Class III-C Certificateholders, pro rata, out of their own funds immediately as realized. In performing its duties hereunder and under the Group III Swap Agreement and the Swap Administration Agreement with respect to Loan Group III, the Group III Supplemental Interest Trust Trustee shall be entitled to the same rights, protections and indemnities as provided to the Securities Administrator hereunder.

(b) On or before the Closing Date, the Securities Administrator shall establish a Group III Basis Risk Shortfall Carry Forward Reserve Account on behalf of the Holders of the Group III Notes and Class III-C Certificates. On the Closing Date, the Depositor shall cause an amount equal to the Group III Basis Risk Shortfall Carry Forward Reserve Account Deposit to be deposited into the Group III Basis Risk Shortfall Carry Forward Reserve Account. The Group III Basis Risk Shortfall Carry Forward Reserve Account must be an Eligible Account. The Group III Basis Risk Shortfall Carry Forward Reserve Account shall be entitled “Group III Basis Risk Shortfall Carry Forward Reserve Account, LaSalle Bank National Association as Securities Administrator for the benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes, Series 2007-1”. The Securities Administrator shall deposit in the Group III Basis Risk Shortfall Carry Forward Reserve Account all payments received from the Swap Administrator that are payable to the Trust Fund with respect to Loan Group III pursuant to the Swap Administration Agreement. On each Payment Date the Securities Administrator shall remit such amounts received from the Swap Administrator to the Holders of the Group III Notes in the manner provided in clause (d) below. In addition, on each Payment Date as to which there is a Basis Risk Shortfall Carry Forward Amount payable to any Class III-A, Class III-M or Class III-B Notes, the Securities Administrator shall deposit the amounts payable pursuant Section 3.02(i)(iii) into the Group III Basis Risk Shortfall Carry Forward Reserve Account, and the Securities Administrator has been directed by the Class III-C Certificateholders to pay any amounts then on deposit in the Group III Basis Risk Shortfall Carry Forward Reserve Account to the Holders of the Class III-A, Class III-M or Class III-B Notes in respect of the Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities set forth in Section 3.02(i)(iii). Any amount paid to the Holders of Class III-A, Class III-M or Class III-B Notes from amounts payable pursuant to Section 3.02(i)(iii) pursuant to the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts shall be treated as distributed to the Class III-C Certificateholders in respect of the Class III-C Certificates and paid by the Class III-C Certificateholder to the Holders of the Class III-A, Class III-M or Class III-B Notes. Any payments to the Holders of the Class III-A, Class III-M or Class III-B Notes in respect of Basis Risk Shortfall Carry Forward Amounts, whether pursuant to the second preceding sentence or pursuant to clause (d) below, shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Section 860G(a)(1) of the Code.

(c) Group III Net Swap Payments and Group III Swap Termination Payments (other than Group III Swap Termination Payments resulting from a Group III Swap Provider Trigger Event and other than to the extent already paid by the Swap Administrator on behalf of the Group III Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement interest rate swap agreement that may be entered into by the Group III Supplemental Interest Trust Trustee) payable by the Swap Administrator, on behalf of the Group III Supplemental Interest Trust Trustee, to the Group II Swap Provider pursuant to the Group III Swap Agreement shall be deducted from Interest Funds with respect to Loan Group III, and to the extent of any such remaining amounts due, from Principal Funds with respect to Loan Group III, prior to any distributions to the Group III Noteholders. On or before each Payment Date, such amounts shall be remitted to the Swap Administrator, and deposited into the Group III Swap Account, first to make any Group III Net Swap Payment owed to the Group III Swap Provider pursuant to the Group III Swap Agreement for such Payment Date and for prior Payment Dates, if any, and second to make any Group III Swap Termination Payment (not due to a Group III Swap Provider Trigger Event and other than to the extent already paid by the Swap Administrator on behalf of the Group III Supplemental Interest Trust Trustee from any upfront payment received pursuant to any related replacement interest rate swap agreement that may be entered into by the Group III Supplemental Interest Trust Trustee) owed to the Group III Swap Provider pursuant to the Group III Swap Agreement for such Payment Date and for prior Payment Dates, if any. For federal income tax purposes, such amounts paid to the Group III Supplemental Interest Trust on each Payment Date shall first be deemed paid to the Group III Supplemental Interest Trust in respect of the Class III-IO Interest to the extent of the amount payable on such Class III-IO Interest on such Payment Date, and any remaining amount shall be deemed paid to the Group III Supplemental Interest Trust in respect of a Group III Class IO Distribution Amount. Any Group III Swap Termination Payment triggered by a Group III Swap Provider Trigger Event owed to the Group III Swap Provider pursuant to the Group III Swap Agreement will be subordinated to payments to the Holders of the Class III-A, Class III-M and Class III-B Notes and shall be paid as set forth under Section 3.02(i)(v). In addition, the Swap Administrator shall remit to the Group III Swap Provider any Group III Swap Optional Termination Payment paid as part of the Group III Mortgage Loan Purchase Price and remitted to the Group III Supplemental Interest Trust pursuant to Section 8.08.

(d) On or before each Payment Date, Group III Net Swap Payments payable by the Group III Swap Provider pursuant to the Group III Swap Agreement to the Swap Administrator, on behalf of the Group III Supplemental Interest Trust Trustee, will be deposited by the Swap Administrator, acting on behalf of the Group III Supplemental Interest Trust Trustee, into the Group III Swap Account pursuant to the Swap Administration Agreement. The Swap Administrator shall, to the extent provided in the Swap Administration Agreement, remit amounts on deposit in the Group III Swap Account to the Supplemental Interest Trust Trustee for deposit into the Group III Basis Risk Shortfall Carry Forward Reserve Account. On each Payment Date, to the extent required, the Group III Supplemental Interest Trust Trustee shall withdraw such amounts from the Group III Basis Risk Shortfall Carry Forward Reserve Account to pay to the Class III-A, Class III-M and Class III-B Notes in the following order of priority:

(i) first, to the Class III-A Notes, to pay related Current Interest and any related Interest Carry Forward Amount to the extent due to the interest portion of a related Realized Loss, in each case to the extent not fully paid pursuant to Section 3.02(g);

(ii) second, sequentially to the Class III-M-1, Class III-M-2, Class III-M-3, Class III-M-4, Class III-M-5, Class III-M-6 and Class III-B-1 Notes, in that order, to pay related Current Interest to the extent not fully paid pursuant to Section 3.02(g) and any related Interest Carry Forward Amount, in each case to the extent due to the interest portion of a related Realized Loss;

(iii) third, to pay first, to the Class III-A Notes, and second, sequentially to the Class III-M-1, Class III-M-2, Class III-M-3, Class III-M-4, Class III-M-5, Class III-M-6 and Class III-B-1 Notes, in that order, any related Basis Risk Shortfall Carry Forward Amounts for such Payment Date; and

(iv) fourth, to pay as principal to the Class III-A, Class III-M and Class III-B Notes to be applied as part of the Group III Principal Payment Amount payable under Section 3.02 to the extent that the Group III Overcollateralization Amount is reduced below the Group III Overcollateralization Target Amount, as a result of related Realized Losses and to the extent not paid by Group III Excess Spread pursuant to Section 3.02 for such Payment Date. For the avoidance of doubt, any amounts payable pursuant to this clause (iv) shall be limited to rebuilding overcollateralization related to Loan Group III to the extent overcollateralization has been reduced through Group III Realized Losses.

(e) The Group III Basis Risk Shortfall Carry Forward Reserve Account is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any REMIC. The Indenture Trustee on behalf of the Trust shall be the nominal owner of the Group III Basis Risk Shortfall Carry Forward Reserve Account. The Class III-C Certificateholders shall be the beneficial owners of the Group III Basis Risk Shortfall Carry Forward Reserve Account, pro rata, subject to the power of the Securities Administrator to transfer amounts under Section 3.02(i). Amounts in the Group III Basis Risk Shortfall Carry Forward Reserve Account shall, at the direction of the Majority Class III-C Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Payment Date. All net income and gain from such investments shall be paid to the Class III-C Certificateholders, pro rata, not as a payment in respect of any interest in any REMIC, on such Payment Date. In the absence of written instructions to the Securities Administrator, amounts on deposit in the Group III Basis Risk Shortfall Carry Forward Reserve Account shall remain uninvested. All amounts earned on amounts on deposit in the Group III Basis Risk Shortfall Carry Forward Reserve Account shall be taxable to the Class III-C Certificateholders. Any losses on such investments shall be deposited in the Group III Basis Risk Shortfall Carry Forward Reserve Account by the Class III-C Certificateholders, pro rata, out of their own funds immediately as realized. The Group III Swap Account, which is created and maintained by the Swap Administrator pursuant to the Swap Administration Agreement, is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an asset of any REMIC created hereunder. The beneficial owner of the Group III Swap Account is identified, and other matters relating to the Group III Swap Account are addressed, in the Swap Administration Agreement.

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

(g) Upon a Group III Swap Early Termination other than in connection with the Optional Termination relating to Loan Group III, the Swap Administrator, pursuant to the Swap Administration Agreement, shall use reasonable efforts to appoint a successor swap provider to enter into a new interest rate swap agreement on terms substantially similar to the Group III Swap Agreement, with a successor swap provider meeting all applicable eligibility requirements. If the Swap Administrator receives a Group III Swap Termination Payment from the Group III Swap Provider in connection with such Group III Swap Early Termination, the Swap Administrator will apply such Group III Swap Termination Payment to any upfront payment required to appoint the successor swap provider. If the Swap Administrator is required to pay a Group III Swap Termination Payment to the Group III Swap Provider in connection with such Group III Swap Early Termination, the Swap Administrator will apply any upfront payment received from the successor swap provider to pay such Group III Swap Termination Payment. If the Swap Administrator is unable to appoint a successor swap provider within 30 days of the Group III Swap Early Termination, then the Swap Administrator will deposit any Group III Swap Termination Payment received from the original Group III Swap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Payment Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Group III Net Swap Payment, if any, that would have been paid to the Swap Administrator by the original Group III Swap Provider calculated in accordance with the terms of the original Group III Swap Agreement, and pay such amount to the Holders of the Class III-A, Class III-M and Class III-B Notes or for such other purpose specified in the Swap Administration Agreement in accordance with the terms thereof.

(h) In the event that the Group III Swap Provider fails to perform any of its obligations under the Group III Swap Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that an Event of Default, Termination Event, or Additional Termination Event (each as defined in the Group III Swap Agreement) occurs with respect to the Group III Swap Agreement, the Group III Supplemental Interest Trust Trustee shall, provided the Group III Supplemental Interest Trust Trustee has actual knowledge of such failure, breach or occurrence by the Group III Swap Provider, immediately, but no later than the next Business Day following such failure, breach, or occurrence, notify the Depositor and send any notices and make any demands, on behalf of the Group III Supplemental Interest Trust, in accordance with the Group III Swap Agreement.

(i) In the event that the Group III Swap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Group III Swap Agreement (such guaranty, the “Group III Guaranty”, and such third party, the “Group III Guarantor”), then to the extent that the Group III Swap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Group III Swap Agreement, the Group III Supplemental Interest Trust Trustee shall, as soon as practicable, but no later than two (2) Business Days after the Group III Swap Provider’s failure to pay, demand that the Group III Guarantor make any and all payments then required to be made by the Group III Guarantor pursuant to such Group III Guaranty. The Group III Swap Provider or the Depositor shall promptly provide the Group III Supplemental Interest Trust Trustee with a copy of such Group III Guaranty; provided that, the Group III Supplemental Interest Trust Trustee shall in no event be liable for any failure or delay in the performance by the Group III Swap Provider or any Group III Guarantor of its obligations hereunder or pursuant to the Group III Swap Agreement and the Group III Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith.

(j) The Group III Supplemental Interest Trust Trustee shall cause any replacement swap provider to provide a copy of the related replacement interest rate swap agreement to the Depositor.

Section 3.25 Tax Treatment of Class IO Distribution Amounts in the Event of Resecuritization of Group II Notes or Group III Notes.

In the event that any Group II Note or Group III Note is resecuritized in a REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i) payments on the REMIC V Regular Interest corresponding to such Group II Note or Group III Note shall, for the avoidance of doubt, be deemed to include the related Class IO Distribution Amount, and (ii) to the extent provided in the operative documents for the Resecuritization REMIC, (a) payments on the “regular interests” issued by the Resecuritization REMIC shall be deemed to include in the aggregate such Class IO Distribution Amount, and (b) such Class IO Distribution Amount shall be deemed paid to the Holder of the related Class C Certificates pursuant to a notional principal contract entered into by the holders of one or more “regular interests” issued by the Resecuritization REMIC (“Resecuritization Holders”) and the Holder of the related Class C Certificates. In such event, Class IO Distribution Amounts deemed paid by Resecuritization Holders under clause (b) of the immediately preceding sentence shall be paid on behalf of such holders pursuant to Section 3.23(c) or Section 3.24(c) hereof, as applicable.

APPENDIX A

DEFINITIONS

10-K Filing Deadline: As defined in Section 4.16(a)(iii) of the Sale and Servicing Agreement.

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

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

Account: The Master Servicer Collection Account, the Payment Account, the Group I Net WAC Cap Rate Carryover Reserve Account, the Group II Basis Risk Shortfall Carry Forward Reserve Account, the Group III Basis Risk Shortfall Carry Forward Reserve Account, the Group II Interest Coverage Account, the Group III Interest Coverage Account, the Group II Swap Account, the Group II Pre-Funding Account, the Group II Swap Collateral Account, the Group III Swap Account, the Group III Pre-Funding Account, the Group III Swap Collateral Account and the related Protected Account, as the context may require.

Accrual Period: With respect to the Notes, Class I-E Certificates, Class C Certificates and any Payment Date, the period from and including the preceding Payment Date (or from the Closing Date, in the case of the first Payment Date) to and including the day prior to the current Payment Date. Calculations of interest on the Notes, Class I-E Certificates and Class C Certificates will be based on a 360-day year and the actual number of days elapsed during the related accrual period.

Additional Balance: As to any HELOC, the aggregate amount of all related Draws conveyed to the Trust Fund.

Additional Disclosure: As defined in Section 4.16(a)(iv) of the Sale and Servicing Agreement.

Additional Disclosure Notification: The form of notice set forth in Exhibit H to the Sale and Servicing Agreement.

Additional Form 10-D Disclosure: As defined in Section 4.16(a)(i) of the Sale and Servicing Agreement.

Additional Form 10-K Disclosure: As defined in Section 4.16(a)(iii) of the Sale and Servicing Agreement.

Administration Agreement: The Administration Agreement, dated as of April 30, 2007, among the Issuing Entity, the Depositor, the Owner Trustee and the Securities Administrator.

Adjustment Date: As to each Mortgage Loan, each date set forth in the related Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective.

Advance: An advance of delinquent payments of principal and interest in respect of a Mortgage Loan required to be made by the Company as provided in Section 3.16(a) of the Sale and Servicing Agreement, by the Master Servicer as provided in Section 3.16(b) of the Sale and Servicing Agreement and by each Servicer as provided in the related Servicing Agreement.

Affected Party: As defined in the related Swap Agreement.

Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “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 and “controlling” and “controlled” shall have meanings correlative to the foregoing.

Annual Statement of Compliance: As defined in Section 3.14 of the Sale and Servicing Agreement.

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 or Aaa in the case of Moody’s. For any short-term deposit or security, or a rating of A-l+ in the case of each of S&P and Fitch or P-1 in the case of Moody’s.

Appraised Value: (i) For any Mortgaged Property related to a HELOC, 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 HELOC, and (ii) with respect to any other Mortgage Loan, the lesser of (x) the appraised value of the Mortgaged Property based upon the appraisal made by a fee appraiser at the time of the origination of the related Mortgage Loan, and (y) the sales price of the Mortgaged Property at the time of such origination.

Assessment of Compliance: As defined in Section 3.14 of the Sale and Servicing Agreement.

Assignment Agreement: Any of the GMACM Assignment Agreement, GMACM HELOC Assignment Agreement and GreenPoint Assignment Agreement.

Assignment of Mortgage: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county, if permitted by law.

Attestation Report: As defined in Section 3.14 of the Sale and Servicing Agreement.

Attesting Party: As defined in Section 3.14 of the Sale and Servicing Agreement.

Authorized Newspaper: A newspaper of general circulation in the Borough of Manhattan, The City of New York, printed in the English language and customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays.

Authorized Officer: With respect to the Issuer, any officer of the Owner Trustee or the Depositor who is authorized to act for the Owner Trustee or the Depositor in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee or the Depositor to the Indenture Trustee and Securities Administrator on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

Back-Up Certification: As defined in Section 4.16(a)(iii) of the Sale and Servicing Agreement.

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 related Servicer to the Master Servicer.

Basic Documents: The Sale and Servicing Agreement, the GMACM HELOC Servicing Agreement, the GMACM Servicing Agreement, the GreenPoint Servicing Agreement, the Indenture, the Trust Agreement, the Mortgage Loan Purchase Agreement, the Custodial Agreements, the Administration Agreement, the Insurance Agreement, any Subsequent Mortgage Loan Purchase Agreement, any Subsequent Transfer Instrument, the Group II Swap Agreement, the Group III Swap Agreement and the other documents and certificates delivered in connection with any of the above.

Basis Risk Shortfall: With respect to the Notes and any Payment Date, if any Notes are subject to the related Net WAC Cap Rate on such Payment Date, the excess, if any, of (i) the amount of interest that would have been payable to such Notes on such Payment Date if the Note Interest Rate for such Class for such Payment Date were calculated at the Formula Rate, over (ii) the amount of interest payable on such Class of Notes at the related Net WAC Cap Rate for such Payment Date.

Basis Risk Shortfall Carry Forward Amount: Any of the Group II Basis Risk Shortfall Carry Forward Amount or the Group III Basis Risk Shortfall Carry Forward Amount.

Beneficial Owner: With respect to any Note or Certificate, the Person who is the beneficial owner of such Note or Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository).

Book-Entry Notes: Beneficial interests in the Notes, ownership and transfers of which shall be made through book entries by the Depository as described in the Indenture.

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

Certificateholder: Any of the Group I, Group II or Group III Certificateholders.

Certificate of Trust: The Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

Certificate Paying Agent: Initially, the Securities Administrator, in its capacity as Certificate Paying Agent, or any successor to Securities Administrator in such capacity.

Certificate Principal Balance: With respect to the Class I-S Certificates, the amount by which Draws on any Payment Date exceed the Group I Principal Collection Amount, minus (i) all amounts in respect of principal distributed to the Class I-S Certificates on previous Payment Dates and (ii) any Group I Charge-Off Amounts allocated to such Class on previous Payment Dates. With respect to the Class I-E Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC I Regular Interests over (B) the then aggregate Note Principal Balance of the Group I Notes then outstanding. With respect to the Class II-C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC IV Group II Regular Interests over (B) the then aggregate Note Principal Balance of the Group II Notes then outstanding. With respect to the Class III-C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC IV Group III Regular Interests over (B) the then aggregate Note Principal Balance of the Group III Notes then outstanding.

Certificate Register: The register maintained by the Certificate Registrar in which the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates.

Certificate Registrar: Initially, the Securities Administrator, in its capacity as Certificate Registrar, or any successor to the Securities Administrator in such capacity pursuant to the Trust Agreement.

Certificates: The Class I-E, Class I-S, Class I-X, Class I-R, Class II-C, Class II-R-1, Class II-R-2, Class II-X, Class III-C, Class III-R-1, Class III-R-2 and Class III-X Certificates.

Certification Parties: As defined in Section 4.16(a)(iii) of the Sale and Servicing Agreement.

Certifying Person: As defined in Section 4.16(a)(iii) of the Sale and Servicing Agreement.

Class: Any of the Class A, Class M and Class B Notes, or any of the Class I-E, Class I-S, Class C, Class R or Class X Certificates.

Class A Notes: The Class I-A, Class II-A and Class III-A Notes.

Class B Notes: The Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class II-B-1 and Class III-B-1 Notes.

Class C Certificates: The Class II-C Certificates and Class III-C Certificates.

Class IO Distribution Amount: Any of the Group II Class IO Distribution Amount or Group III Class IO Distribution Amount.

Class IO Interest: Any of the Class II-IO Interest or Class III-IO Interest.

Class M Notes: The Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class III-M-1, Class III-M-2 Class III-M-3, Class III-M-4, Class III-M-5 and Class III-M-6 Notes.

Class I-A Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount for such Payment Date and (II) an amount equal to the excess (if any) of (A) the Note Principal Balance of the Class I-A Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 59.30% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-B-1 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount and Class I-M-4 Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3 and Class I-M-4 Notes (after taking into account the payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount and Class I-M-4 Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-B-1 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 78.90% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor

Class I-B-2 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount, Class I-M-4 Principal Payment Amount and Class I-B-1 Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4 and Class I-B-1 Notes (after taking into account the payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount, Class I-M-4 Principal Payment Amount and Class I-B-1 Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-B-2 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 82.20% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-B-3 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount, Class I-M-4 Principal Payment Amount, Class I-B-1 Principal Payment Amount and Class I-B-2 Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1 and Class I-B-2 Notes (after taking into account the payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount, Class I-M-4 Principal Payment Amount, Class I-B-1 Principal Payment Amount and Class I-B-2 Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-B-3 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 85.40% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-B-4 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount, Class I-M-4 Principal Payment Amount, Class I-B-1 Principal Payment Amount, Class I-B-2 Principal Payment Amount and Class I-B-3 Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1, Class I-B-2 and Class I-B-3 Notes (after taking into account the payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount, Class I-M-4 Principal Payment Amount, Class I-B-1 Principal Payment Amount, Class I-B-2 Principal Payment Amount and Class I-B-3 Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-B-4 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 89.00% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-E Distribution Amount: With respect to any Payment Date, the sum of (i) the Current Interest for the Class I-E Certificates for such Payment Date, (ii) any Group I Overcollateralization Reduction Amount for such Payment Date and (iii) without duplication, any Group I Subsequent Recoveries not distributed to the Group I Notes on such Payment Date; provided, however, on any Payment Date after the Payment Date on which the Note Principal Balances of the Group I Notes have been reduced to zero, the Class I-E Distribution Amount shall include the Group I Overcollateralization Amount.

Class I-E Interest Rate: With respect to the Class I-E Certificates and any Payment Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amount determined for each REMIC I Regular Interest equal to (x) the excess, if any, of the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Group I Marker Rate, applied to (y) a notional amount equal to the Uncertificated Principal Balance of such REMIC I Regular Interest, and the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC I Regular Interests.

Class I-E Notional Amount: With respect to the Class I-E Certificates and any Payment Date, an amount equal to the Invested Amount at the beginning of the related Collection Period. The initial Class I-E Notional Amount of the Class I-E Interest shall be $351,881,947.61. For federal income tax purposes, the Class I-E Notional Amount of the Class I-E Certificates for any Payment Date shall be an amount equal to the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests for such Payment Date.

Class I-M-1 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the Note Principal Balance of the Class I-A Notes (after taking into account the payment of the Class I-A Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-M-1 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 63.60% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-M-2 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount and Class I-M-1 Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the Note Principal Balance of the Class I-A Notes and Class I-M-1 Notes (after taking into account the payment of the Class I-A Principal Payment Amount and Class I-M-1 Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-M-2 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 67.50% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-M-3 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount and Class I-M-2 Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the Note Principal Balance of the Class I-A Notes, Class I-M-1 Notes and Class I-M-2 Notes (after taking into account the payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount and Class I-M-2 Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-M-3 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 71.50% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-M-4 Principal Payment Amount: With respect to any Payment Date is the lesser of (I) the Group I Available Principal Payment Amount remaining after payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount and Class I-M-3 Principal Payment Amount on such Payment Date, and (II) an amount equal to the excess (if any) of (A) the sum of (1) the Note Principal Balance of the Class I-A Notes, Class I-M-1 Notes, Class I-M-2 Notes and Class I-M-3 Notes (after taking into account the payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal Payment Amount and Class I-M-3 Principal Payment Amount for that Payment Date) and (2) the Note Principal Balance of the Class I-M-4 Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) the Invested Amount as of the end of the related Collection Period multiplied by (2) 75.10% and (y) (1) the Invested Amount as of the end of the related Collection Period, less (2) the Group I Overcollateralization Floor.

Class I-M Notes: Any of the Class I-M-1, Class I-M-2, Class I-M-3 or Class I-M-4 Notes.

Class I-S Floating Allocation Percentage: With respect to any Payment Date, 100% minus the Group I Floating Allocation Percentage.

Class I-S Principal Payment Amount: With respect to the Class I-S Certificates, the sum of: (i) with respect to any Payment Date during the Group I Managed Amortization Period and if the Group I Sponsor’s Certificate Pro Rata Test is not met, the lesser of (a) the Certificate Principal Balance of the Class I-S Certificates immediately prior to such Payment Date and (b) the Group I Principal Collection Amount less the aggregate Draws for the related Payment Date, and (ii) with respect to any Payment Date during the Group I Managed Amortization Period and if the Group I Sponsor’s Certificate Pro Rata Test is met, the Class I-S Floating Allocation Percentage of the Group I Principal Collection Amount less the aggregate Draws for the related Payment Date.

Class II-A Principal Payment Amount: With respect to the Class II-A Notes and any Payment Date is the lesser of (I) the Group II Principal Payment Amount for that Payment Date and any amounts drawn on the Policy with regard to any Mortgage Loan that is charged off and (II) an amount equal to the excess (if any) of (A) the Note Principal Balance of the Class II-A Notes immediately prior to such Payment Date over (B) the lesser of (x) the product of (1) 61.30% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class II-B-1 Principal Payment Amount: With respect to the Class II-B-1 Notes and any Payment Date is the lesser of (I) the remaining Group II Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount, the Class II-M-1 Principal Payment Amount, the Class II-M-2 Principal Payment Amount, the Class II-M-3 Principal Payment Amount, the Class II-M-4 Principal Payment Amount, the Class II-M-5 Principal Payment Amount and the Class II-M-6 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes (after taking into account the payment of the Class II-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class II-M-1 Notes (after taking into account the payment of the Class II-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class II-M-2 Notes (after taking into account the payment of the Class II-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class II-M-3 Notes (after taking into account the payment of the Class II-M-3 Principal Payment Amount on such Payment Date), (5) the Note Principal Balance of the Class II-M-4 Notes (after taking into account the payment of the Class II-M-4 Principal Payment Amount on such Payment Date), (6) the Note Principal Balance of the Class II-M-5 Notes (after taking into account the payment of the Class II-M-5 Principal Payment Amount on such Payment Date), (7) the Note Principal Balance of the Class II-M-6 Notes (after taking into account the payment of the Class II-M-6 Principal Payment Amount on such Payment Date) and (8) the Note Principal Balance of the Class II-B-1 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 85.50% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class II-C Distribution Amount: With respect to any Payment Date, the sum of (i) the Current Interest for the Class II-C Certificates for such Payment Date, (ii) any Group II Overcollateralization Release Amount for such Payment Date and (iii) without duplication, any Group II Subsequent Recoveries not distributed to the Group II Notes on such Payment Date; provided, however that on any Payment Date after the Payment Date on which the Note Principal Balances of the Group II Notes have been reduced to zero, the Class II-C Distribution Amount shall include the Group II Overcollateralization Amount.

Class II-C Certificate Notional Amount: With respect to the Class II-C Certificates and any Payment Date, an amount equal to the Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period. The initial Class II-C Certificate Notional Amount of the Class II-C Certificates shall be $474,359,695.57. For federal income tax purposes, the Class II-C Certificate Notional Amount of the Class II-C Certificates for any Payment Date shall be an amount equal to the aggregate Uncertificated Principal Balance of the REMIC IV Group II Regular Interests for such Payment Date.

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

Class II-IO Interest: A Regular Interest in REMIC V for purposes of the REMIC Provisions, which shall be held as an asset of the Group II Supplemental Interest Trust.

Class II-M Notes: Any of the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 or Class II-M-6 Notes.

Class II-M-1 Principal Payment Amount: With respect to the Class II-M-1 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group II Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes (after taking into account the payment of the Class II-A Principal Payment Amount on such Payment Date), and (2) the Note Principal Balance of the Class II-M-1 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 65.50% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class II-M-2 Principal Payment Amount: With respect to the Class II-M-2 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group II Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount and the Class II-M-1 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes (after taking into account the payment of the Class II-A Principal Payment Amount on such Payment Date), and (2) the Note Principal Balance of the Class II-M-1 Notes (after taking into account the payment of the Class II-M-1 Principal Payment Amount on such Payment Date) and (3) the Note Principal Balance of the Class II-M-2 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 69.40% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class II-M-3 Principal Payment Amount: With respect to the Class II-M-3 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group II Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount, the Class II-M-1 Principal Payment Amount and the Class II-M-2 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes (after taking into account the payment of the Class II-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class II-M-1 Notes (after taking into account the payment of the Class II-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class II-M-2 Notes (after taking into account the payment of the Class II-M-2 Principal Payment Amount on such Payment Date) and (4) the Note Principal Balance of the Class II-M-3 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 73.00% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class II-M-4 Principal Payment Amount: With respect to the Class II-M-4 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group II Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount, the Class II-M-1 Principal Payment Amount, the Class II-M-2 Principal Payment Amount and the Class II-M-3 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes (after taking into account the payment of the Class II-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class II-M-1 Notes (after taking into account the payment of the Class II-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class II-M-2 Notes (after taking into account the payment of the Class II-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class II-M-3 Notes (after taking into account the payment of the Class II-M-3 Principal Payment Amount on such Payment Date) and (5) the Note Principal Balance of the Class II-M-4 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 76.40% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class II-M-5 Principal Payment Amount: With respect to the Class II-M-5 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group II Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount, the Class II-M-1 Principal Payment Amount, the Class II-M-2 Principal Payment Amount, the Class II-M-3 Principal Payment Amount and the Class II-M-4 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes (after taking into account the payment of the Class II-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class II-M-1 Notes (after taking into account the payment of the Class II-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class II-M-2 Notes (after taking into account the payment of the Class II-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class II-M-3 Notes (after taking into account the payment of the Class II-M-3 Principal Payment Amount on such Payment Date), (5) the Note Principal Balance of the Class II-M-4 Notes (after taking into account the payment of the Class II-M-4 Principal Payment Amount on such Payment Date) and (6) the Note Principal Balance of the Class II-M-5 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 79.90% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class II-M-6 Principal Payment Amount: With respect to the Class II-M-6 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group II Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount, the Class II-M-1 Principal Payment Amount, the Class II-M-2 Principal Payment Amount, the Class II-M-3 Principal Payment Amount, the Class II-M-4 Principal Payment Amount and the Class II-M-5 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes (after taking into account the payment of the Class II-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class II-M-1 Notes (after taking into account the payment of the Class II-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class II-M-2 Notes (after taking into account the payment of the Class II-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class II-M-3 Notes (after taking into account the payment of the Class II-M-3 Principal Payment Amount on such Payment Date), (5) the Note Principal Balance of the Class II-M-4 Notes (after taking into account the payment of the Class II-M-4 Principal Payment Amount on such Payment Date), (6) the Note Principal Balance of the Class II-M-5 Notes (after taking into account the payment of the Class II-M-5 Principal Payment Amount on such Payment Date) and (7) the Note Principal Balance of the Class II-M-6 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 82.80% and (2) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group II Overcollateralization Floor.

Class III-A Principal Payment Amount: With respect to the Class III-A Notes and any Payment Date is the lesser of (I) the Group III Principal Payment Amount for that Payment Date and any amounts drawn on the Policy with regard to any Mortgage Loan that is charged off and (II) an amount equal to the excess (if any) of (A) the Note Principal Balance of the Class III-A Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 59.80% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class III-B-1 Principal Payment Amount: With respect to the Class III-B-1 Notes and any Payment Date is the lesser of (I) the remaining Group III Principal Payment Amount for that Payment Date after payment of the Class III-A Principal Payment Amount, the Class III-M-1 Principal Payment Amount, the Class III-M-2 Principal Payment Amount, the Class III-M-3 Principal Payment Amount, the Class III-M-4 Principal Payment Amount, the Class III-M-5 Principal Payment Amount and the Class III-M-6 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class III-A Notes (after taking into account the payment of the Class III-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class III-M-1 Notes (after taking into account the payment of the Class III-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class III-M-2 Notes (after taking into account the payment of the Class III-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class III-M-3 Notes (after taking into account the payment of the Class III-M-3 Principal Payment Amount on such Payment Date), (5) the Note Principal Balance of the Class III-M-4 Notes (after taking into account the payment of the Class III-M-4 Principal Payment Amount on such Payment Date), (6) the Note Principal Balance of the Class III-M-5 Notes (after taking into account the payment of the Class III-M-5 Principal Payment Amount on such Payment Date), (7) the Note Principal Balance of the Class III-M-6 Notes (after taking into account the payment of the Class III-M-6 Principal Payment Amount on such Payment Date) and (8) the Note Principal Balance of the Class III-B-1 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 84.70% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class III-C Distribution Amount: With respect to any Payment Date, the sum of (i) the Current Interest for the Class III-C Certificates for such Payment Date, (ii) any Group III Overcollateralization Release Amount for such Payment Date and (iii) without duplication, any Group III Subsequent Recoveries not distributed to the Group III Notes on such Payment Date; provided, however that on any Payment Date after the Payment Date on which the Note Principal Balances of the Group III Notes have been reduced to zero, the Class III-C Distribution Amount shall include the Group III Overcollateralization Amount.

Class III-C Certificate Notional Amount: With respect to the Class III-C Certificates and any Payment Date, an amount equal to the Stated Principal Balance of the Group III Mortgage Loans as of the beginning of the related Due Period. The initial Class III-C Certificate Notional Amount of the Class III-C Certificates shall be $364,544,253.72. For federal income tax purposes, the Class III-C Certificate Notional Amount of the Class III-C Certificates for any Payment Date shall be an amount equal to the aggregate Uncertificated Principal Balance of the REMIC IV Group III Regular Interests for such Payment Date.

Class III-C Interest Rate: With respect to the Class III-C Certificates and any Payment Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amount determined for each REMIC IV Group III Regular Interest (other than REMIC IV Regular Interest III-IO) equal to (x) the excess, if any, of the Uncertificated REMIC IV Pass-Through Rate for such REMIC IV Regular Interest over the Group III Marker Rate, applied to (y) a notional amount equal to the Uncertificated Principal Balance of such REMIC IV Regular Interest, and the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC IV Regular Interests.

Class III-IO Interest: A Regular Interest in REMIC V for purposes of the REMIC Provisions, which shall be held as an asset of the Group III Supplemental Interest Trust.

Class III-M Notes: Any of the Class III-M-1, Class III-M-2, Class III-M-3, Class II-M-4, Class III-M-5 or Class III-M-6 Notes.

Class III-M-1 Principal Payment Amount: With respect to the Class III-M-1 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group III Principal Payment Amount for that Payment Date after payment of the Class III-A Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class III-A Notes (after taking into account the payment of the Class III-A Principal Payment Amount on such Payment Date), and (2) the Note Principal Balance of the Class III-M-1 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 63.90% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class III-M-2 Principal Payment Amount: With respect to the Class III-M-2 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group III Principal Payment Amount for that Payment Date after payment of the Class II-A Principal Payment Amount and the Class III-M-1 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class III-A Notes (after taking into account the payment of the Class III-A Principal Payment Amount on such Payment Date), and (2) the Note Principal Balance of the Class III-M-1 Notes (after taking into account the payment of the Class III-M-1 Principal Payment Amount on such Payment Date) and (3) the Note Principal Balance of the Class III-M-2 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 67.80% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class III-M-3 Principal Payment Amount: With respect to the Class III-M-3 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group III Principal Payment Amount for that Payment Date after payment of the Class III-A Principal Payment Amount, the Class III-M-1 Principal Payment Amount and the Class III-M-2 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class III-A Notes (after taking into account the payment of the Class III-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class III-M-1 Notes (after taking into account the payment of the Class III-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class II-M-2 Notes (after taking into account the payment of the Class III-M-2 Principal Payment Amount on such Payment Date) and (4) the Note Principal Balance of the Class III-M-3 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 71.60% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class III-M-4 Principal Payment Amount: With respect to the Class III-M-4 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group III Principal Payment Amount for that Payment Date after payment of the Class III-A Principal Payment Amount, the Class III-M-1 Principal Payment Amount, the Class III-M-2 Principal Payment Amount and the Class III-M-3 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class III-A Notes (after taking into account the payment of the Class III-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class III-M-1 Notes (after taking into account the payment of the Class III-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class III-M-2 Notes (after taking into account the payment of the Class III-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class III-M-3 Notes (after taking into account the payment of the Class III-M-3 Principal Payment Amount on such Payment Date) and (5) the Note Principal Balance of the Class III-M-4 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 75.20% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class III-M-5 Principal Payment Amount: With respect to the Class III-M-5 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group III Principal Payment Amount for that Payment Date after payment of the Class III-A Principal Payment Amount, the Class III-M-1 Principal Payment Amount, the Class III-M-2 Principal Payment Amount, the Class III-M-3 Principal Payment Amount and the Class III-M-4 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class III-A Notes (after taking into account the payment of the Class III-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class III-M-1 Notes (after taking into account the payment of the Class III-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class III-M-2 Notes (after taking into account the payment of the Class III-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class III-M-3 Notes (after taking into account the payment of the Class III-M-3 Principal Payment Amount on such Payment Date), (5) the Note Principal Balance of the Class III-M-4 Notes (after taking into account the payment of the Class III-M-4 Principal Payment Amount on such Payment Date) and (6) the Note Principal Balance of the Class III-M-5 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 78.80% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class III-M-6 Principal Payment Amount: With respect to the Class III-M-6 Notes and any applicable Payment Date is an amount equal to the lesser of (I) the remaining Group III Principal Payment Amount for that Payment Date after payment of the Class III-A Principal Payment Amount, the Class III-M-1 Principal Payment Amount, the Class III-M-2 Principal Payment Amount, the Class III-M-3 Principal Payment Amount, the Class III-M-4 Principal Payment Amount and the Class III-M-5 Principal Payment Amount and (II) an amount equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance of the Class III-A Notes (after taking into account the payment of the Class III-A Principal Payment Amount on such Payment Date), (2) the Note Principal Balance of the Class III-M-1 Notes (after taking into account the payment of the Class III-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal Balance of the Class III-M-2 Notes (after taking into account the payment of the Class III-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal Balance of the Class III-M-3 Notes (after taking into account the payment of the Class III-M-3 Principal Payment Amount on such Payment Date), (5) the Note Principal Balance of the Class III-M-4 Notes (after taking into account the payment of the Class III-M-4 Principal Payment Amount on such Payment Date), (6) the Note Principal Balance of the Class III-M-5 Notes (after taking into account the payment of the Class III-M-5 Principal Payment Amount on such Payment Date), and (7) the Note Principal Balance of the Class III-M-6 Notes immediately prior to such Payment Date, over (B) the lesser of (x) the product of (1) 81.80% and (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), and (y) the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) minus the Group III Overcollateralization Floor.

Class R Certificates: The Class I-R, Class II-R-1, Class II-R-2 and Class III-R Certificates.

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

Closing Date: April 30, 2007.

Code: The Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

Collateral: The meaning specified in the Granting Clause of the Indenture.

Collection Period: With respect to the HELOCs and any Payment Date, the calendar month immediately preceding the calendar month in which such Payment Date occurs.

Commission: The Securities and Exchange Commission.

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

Company Default: As defined in Section 7.05 of the Sale and Servicing Agreement.

Compensating Interest: With respect to any Payment Date, (i) in the case of the Company or a Servicer, an amount, not to exceed the Servicing Fee, to be deposited in the Payment Account by the Company or a Servicer with respect to the payment of a Prepayment Interest Shortfall (in the case of the Company, related to a voluntary prepayment as described in Section 3.17 of the Sale and Servicing Agreement and in the case of each Servicer, related to a prepayment as described in the applicable Servicing Agreement) on a Group II Mortgage Loan or Group III Mortgage Loan subject to this Agreement and (ii) in the case of the Master Servicer, if the Company or a Servicer fails to make such payment, an amount not to exceed that portion of the Master Servicing Fee payable to the Master Servicer to the extent provided in Section 3.17 of the Sale and Servicing Agreement.

Constant Draw Rate: A constant rate of additional balances drawn on the HELOCs.

Corporate Trust Office: With respect to the Indenture Trustee, the principal corporate trust office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this instrument is located at 388 Greenwich Street, 14^th Floor, New York, NY 10013, Attention: Agency and Trust – Bear Stearns Second Lien Trust 2007-1. With respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Trust Agreement is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration. With respect to the Securities Administrator, Certificate Registrar, Note Registrar and Paying Agent, the Corporate Trust Office of the Note Registrar and the Certificate Registrar for purposes of presentment and surrender of the Notes and the Certificates for the final payment thereon and for transfer is located at 135 South LaSalle Street, Suite 1511, Chicago, Illinois 60603, Attention: Global Securities and Trust Services Group – Bear Stearns Second Lien Trust 2007-1, or any other address that the Securities Administrator may designate from time to time by notice to the Noteholders and the Certificateholders.

Corresponding Note: With respect to each REMIC I Regular Interest (other than REMIC I Regular Interests AA and ZZ) and each REMIC IV Regular Interest (other than REMIC IV Regular Interests II-AA, II-ZZ, II-IO, III-AA, III-ZZ and III-IO), the Note with the corresponding designation.

CPR: A constant rate of prepayment on the Mortgage Loans.

Credit Line Agreement: With respect to any HELOC, the credit line account agreement executed by the related Mortgagor and any amendment or modification thereof.

Current Interest: With respect to each Class of Notes and each Payment Date, the interest accrued at the applicable Note Interest Rate for the applicable accrual period on the Note Principal Balance of such Class plus any amount previously paid with respect to interest for such Class that is recovered as a voidable preference by a trustee in bankruptcy, reduced by any Prepayment Interest Shortfall to the extent not covered by Compensating Interest and any Relief Act Shortfalls, in each case to the extent allocated to such Class of Notes. With respect to the Class I-E Certificates and each Payment Date is the interest accrued at the Class I-E Interest Rate for the applicable Accrual Period on the Class I-E Notional Amount of such Class. With respect to the Class II-C Certificates and each Payment Date is the interest accrued at the Class II-C Interest Rate for the applicable Accrual Period on the Class II-C Certificate Notional Amount of such Class. With respect to the Class III-C Certificates and each Payment Date is the interest accrued at the Class III-C Interest Rate for the applicable Accrual Period on the Class III-C Certificate Notional Amount of such Class.

Current Specified Enhancement Percentage: Any of the Group I, Group II and Group III Current Specified Enhancement Percentage. .

Custodial Agreement: Either of the LaSalle Custodial Agreement or Wells Fargo Custodial Agreement.

Custodian: Either of LaSalle, or any successor custodian appointed pursuant to the provisions hereof and the LaSalle Custodial Agreement or Wells Fargo, or any successor custodian appointed pursuant to the provisions hereof and the Wells Fargo Custodial Agreement.

Cut-off Date: April 1, 2007.

Cut-off Date Principal Balance: Any of the Group I Cut-off Date Principal Balance, Group II Cut-off Date Principal Balance or Group III Cut-off Date Principal Balance.

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.

Default: Any occurrence which is or with notice or the lapse of time or both would become an Event of Default.

Defaulting Party: A “Defaulting Party” as defined in the related Swap Agreement.

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.

Definitive Notes: The meaning specified in Section 4.08 of the Indenture.

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Substitute Mortgage Loan.

Delinquent: The delinquency method used for calculations with respect to the Mortgage Loans will be in accordance with the methodology used by lenders regulated by the Office of Thrift Supervision. Under this method, a mortgage loan is considered “30 days or more Delinquent” if the borrower fails to make a scheduled payment prior to the close of business on 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 not be described as 30 days delinquent as of the cut-off date. Such mortgage loan with a payment due on June 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. A mortgage loan would be considered “60 days or more Delinquent” with respect to such scheduled payment if such scheduled payment were not made prior to the close of business on the mortgage loan’s second succeeding due date (or, in the preceding example, if the mortgage loan with a payment due on May 1 remained unpaid as of the close of business on July 31). Similarly for “90 days or more Delinquent” and so on. Unless otherwise specified, with respect to any date of determination, determinations of delinquency are made as of the last day of the prior calendar month.

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

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

Depository Participant: A 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 Indenture Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.

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

Due Date: With respect to each Mortgage Loan, the day of the month on which each scheduled Monthly Payment is due.

Due Period: With respect to any Payment Date and the Group II Mortgage Loans and Group III Mortgage Loans, the period from and including the second day of the calendar month preceding the calendar month in which such Payment Date occurs through close of business on the first day of the calendar month in which such Payment Date occurs.

Eligible Account: An account that is any of the following: (i) maintained with a depository institution the short-term debt obligations of which have been rated by each Rating Agency in its highest rating category available, or (ii) an account or accounts in a depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, each Rating Agency and the Note Insurer) the Indenture Trustee have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, or (iii) in the case of the Master Servicer Collection Account and the Payment Account, a trust account or accounts maintained in the corporate trust division of the Master Servicer or Securities Administrator, or (iv) an account or accounts of a depository institution acceptable to each Rating Agency and the Note Insurer in writing (in the case of the Rating Agencies, as evidenced in writing by each Rating Agency that use of any such account as the Master Servicer Collection Account or the Payment Account will not reduce the rating assigned to any of the Notes by such Rating Agency as of the Closing Date by such Rating Agency without regard to the Policy).

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

EMC Charged-Off Mortgage Loan: Any EMC Mortgage Loan that has been charged off.

EMC Flow Loans: The Mortgage Loans purchased by EMC pursuant to a flow loan purchase agreement.

EMC Mortgage Loan: Any Mortgage Loan serviced by EMC.

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

Event of Default: With respect to the Indenture, 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):

(i) a failure by the Issuer to pay Current Interest on the related Class A, Class M or Class B Notes on any Payment Date and such default shall continue for a period of one Business Day; or

(ii) the failure by the Issuer on the related Final Scheduled Payment Date to pay all Current Interest of any Class of related Notes, all remaining related Net WAC Cap Rate Carryover Amounts or related Basis Risk Shortfall Carry Forward Amounts, as applicable, to any of the Class of related Notes and to reduce the Note Principal Balances of any Class of related Notes to zero; or

(iii) there occurs a default in the observance or performance of any covenant or agreement of the Issuer made in the Indenture, or any representation or warranty of the Issuer made in the Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee (with a copy to the Note Insurer) or to the Issuer and the Indenture Trustee by the Note Insurer or Holders of at least 25% of the aggregate Note Principal Balance of the Outstanding Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of default hereunder; or

(iv) there occurs the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(v) there occurs the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the assets of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing.

Event of Servicer Termination: The occurrence of an event permitting termination or removal of the related Servicer under the related Servicing Agreement or the Sale and Servicing Agreement, as applicable, as servicer of the related Mortgage Loans.

Excess Liquidation Proceeds: Any of the Group I Excess Liquidation Proceeds, the Group II Excess Liquidation Proceeds or the Group III Excess Liquidation Proceeds.

Excess Cashflow: Any of the Group II Excess Cashflow or Group III Excess Cashflow.

Excess Spread: Any of the Group II Excess Spread or Group III Excess Spread.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Expense Adjusted Mortgage Rate: Any of the Group I Expense Adjusted Mortgage Rate, the Group II Expense Adjusted Mortgage Rate or the Group III Expense Adjusted Mortgage Rate.

Expense Fee Rate: Any of the Group I Expense Fee Rate, Group II Expense Fee Rate or Group III Expense Fee Rate.

Expenses: The meaning specified in Section 7.02 of the Trust Agreement.

Extra Principal Payment Amount: With respect to any Payment Date and Loan Group II and Loan Group III is the lesser of (a) the excess, if any, of the related Overcollateralization Target Amount for such Payment Date, over the related Overcollateralization Amount for such Payment Date and (b) the related Excess Spread for such Payment Date. With respect to any Payment Date and Loan Group I is the excess, if any, of the Group I Overcollateralization Target Amount for such Payment Date, over the Group I Overcollateralization Amount for such Payment Date

Extraordinary Trust Fund Expenses: Any of the Group I Extraordinary Trust Fund Expenses, the Group II Extraordinary Trust Fund Expenses or the Group III Extraordinary Trust Fund Expenses.

Extraordinary Trust Fund Expenses Cap: Any of the Group I Extraordinary Trust Fund Expenses Cap, the Group II Extraordinary Trust Fund Expenses Cap or the Group III Extraordinary Trust Fund Expenses Cap.

Fannie Mae: Fannie Mae (formally, Federal National Mortgage Association), or any successor thereto.

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

Final Certification: The final certification delivered by the related Custodian pursuant to Section 2.3(c) of the related Custodial Agreement in the form attached thereto as Exhibit Three.

Final Scheduled Payment Date: With respect to the Group I Notes, the Payment Date in January 2037. With respect to the Group II Notes and Group III Notes, the Payment Date in August 2037.

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.

Floating Allocation Percentage: With respect to any Payment Date, the percentage equivalent of a fraction, the numerator of which is equal to the Invested Amount at the end of the previous related Collection Period (in the case of the first Payment Date, the Invested Amount as of the Closing Date) and, the denominator equal to the aggregate Stated Principal Balance of the Group I HELOCs at the end of the previous related Collection Period (in the case of the first Payment Date, the Closing Date), provided such percentage shall not be greater than 100%.

Formula Rate: With respect to any Class of Notes and, for purposes of the definition of “Note Interest Rate”, each of the REMIC I Regular Interests for which such Class of Notes is the Corresponding Note, and, for purposes of the definitions of “Group II Marker Rate”, “Group III Marker Rate”, “Group II Maximum Uncertificated Accrued Interest Deferral Amount” and “Group III Maximum Uncertificated Accrued Interest Deferral Amount”, each of the REMIC IV Regular Interests for which such Class of Notes is the Corresponding Note, a per annum rate equal to One-Month LIBOR plus the applicable Margin.

Freddie Mac: Federal Home Loan Mortgage Corporation, or any successor thereto.

GMACM: GMAC Mortgage, LLC.

GMACM Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of April 30, 2007, among EMC, GMACM and the Indenture Trustee, whereby the GMAC Servicing Agreement was assigned to the Indenture Trustee for the benefit of the Noteholders and the Note Insurer.

GMACM HELOC Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of April 30, 2007, among EMC, GMACM and the Indenture Trustee, whereby the GMACM HELOC Servicing Agreement was assigned to the Indenture Trustee for the benefit of the Noteholders and the Note Insurer.

GMACM HELOC Servicing Agreement: The Servicing Agreement, dated as of August 1, 2005 and the Amended and Restated Amendment Number One, dated as of February 1, 2006, between GMACM and EMC.

GMACM Servicing Agreement: The Servicing Agreement, dated as of May 1, 2001, between GMAC Mortgage, LLC and the sponsor, as amended.

Grant: Pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

GreenPoint: GreenPoint Mortgage Funding, Inc., and its successors and assigns.

GreenPoint Assignment Agreement: The Assignment, Assumption and Recognition Agreement, dated as of April 30, 2007, among EMC, GreenPoint and the Indenture Trustee, whereby the GreenPoint Servicing Agreement was assigned to the Indenture Trustee for the benefit of the Noteholders and the Note Insurer.

GreenPoint Servicing Agreement: The Seller’s Purchase, Warranties and Servicing Agreement, dated as of October 18, 2004, as amended by Amendment Number One dated as of September 20, 2006, between GreenPoint and EMC.

Group I Available Principal Payment Amount: With respect to the Group I Notes and any Payment Date:

(i) the greater of (A) zero and (B)

(1) with respect to any Payment Date during the Group I Managed Amortization Period and if the Group I Sponsor's Certificate Pro Rata Test is not met, the Group I Principal Collection Amount less (a) the aggregate Draws for such Payment Date and (b) the aggregate Certificate Principal Balance of the Class I-S Certificates immediately prior to that Payment Date;

(2) with respect to any Payment Date during the Group I Managed Amortization Period and if the Group I Sponsor's Certificate Pro Rata Test is met, the Floating Allocation Percentage of the Group I Principal Collection Amount less the aggregate Draws for the related Payment Date; and

(3) with respect to any Payment Date during the Group I Rapid Amortization Period, the Group I Principal Collection Amount; plus

(ii) the Group I Overcollateralization Increase Amount for that Payment Date;

minus

(iii) the Group I Overcollateralization Reduction Amount for that Payment Date; minus

(iv) the sum of Servicing Fees, the Master Servicing Fees and Group I Extraordinary Trust Fund Expenses (subject to the Group I Extraordinary Trust Fund Expense Cap), to the extent not already covered by a reduction to the Group I Interest Collection Amount.

Group I Certificate: Any of the Class I-S, Class I-E, Class I-R and Class I-X Certificates.

Group I Certificateholder: The Person in whose name a Group I Certificate is registered in the Certificate Register. Owners of Group I Certificates that have been pledged in good faith may be regarded as Group I Holders if the pledgee establishes to the satisfaction of the Securities Administrator or the Owner Trustee, as the case may be, the pledgee’s right so to act with respect to such Group I Certificates and that the pledgee is not the Issuer, any other obligor upon the Group I Certificates or any Affiliate of any of the foregoing Persons.

Group I Charge-Off Amount: With respect to any Group I Charged-Off HELOC, the amount of the Stated Principal Balance of such HELOC that has been written down. To the extent that the related Servicer or the Master Servicer receives Subsequent Recoveries with respect to any HELOC, the amount of Group I Charge-Off Amount with respect to that HELOC will be reduced to the extent that such recoveries are applied to reduce the Note Principal Balance of any Class of Group I Notes on any Payment Date.

Group I Charged-Off HELOC: Any Group I HELOC that has been charged-off.

Group I Cumulative Charge-Off Percentage: With respect to the Group I Notes and any Payment Date is equal to the percentage obtained by dividing (x) the aggregate Group I Charge-Off Amounts on the Group I HELOCs incurred since the Group I Cut-off Date through the end of the related Collection Period, minus the principal portion of any amounts received in respect of the Group I HELOCs following the charge-off, by (y) the aggregate Stated Principal Balance of the Group I HELOCs as of the Group I Cut-off Date.

Group I Current Specified Enhancement Percentage: With respect to any Payment Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Note Principal Balance of the Class I-M Notes and Class I-B notes and (ii) the Group I Overcollateralization Amount, in each case prior to the payment of the Group I Available Principal Payment Amount on such Payment Date, by (y) the Invested Amount as of the end of the related Collection Period.

Group I Cut-off Date Balance: $351,881,947.61.

Group I Cut-off Date Principal Balance: With respect to any Group I HELOC, the unpaid principal balance thereof as of the Group I Cut-off Date after applying the principal portion of Monthly Payments due on or before such date, whether or not received, and without regard to any payments due after such date.

Group I Draw: With respect to any Group I HELOC, an additional borrowing by the related mortgagor subsequent to the Group I Cut-off Date in accordance with the related mortgage note.

Group I Draw Period: With respect to any Group I HELOC, the period during which the related mortgagor is permitted to make Group I Draws.

Group I 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 Group I Liquidation Proceeds with respect to a Group I Charged-Off HELOC exceed the sum of (i) the Outstanding Principal Balance of such HELOC and accrued but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the Group I Liquidation Date occurs, (ii) related Group I Liquidation Expenses (including Group I Liquidation Expenses which are payable therefrom to the Servicers or the Master Servicer in accordance with the related Servicing Agreement or Sale and Servicing Agreement) and (iii) unreimbursed advances by the related Servicers or the Master Servicer.

Group I Excess Overcollateralization Amount: With respect to Group I HELOCs and any Payment Date, the excess, if any, of the Group I Overcollateralization Amount on that Payment Date over the Group I Overcollateralization Target Amount.

Group I Expense Adjusted Mortgage Rate: With respect to any Group I HELOC or Group I REO Property is the applicable interest rate thereon less the Group I Expense Fee Rate.

Group I Expense Fee Rate: With respect to any Group I HELOC or Group I REO Property is the sum of (i) the related Servicing Fee Rate and (ii) the related Master Servicing Fee Rate.

Group I Extraordinary Trust Fund Expenses: Any amounts reimbursable to the Securities Administrator or the Indenture Trustee, or any director, officer, employee or agent of the Securities Administrator or the Indenture Trustee, from the Trust Estate, any amounts reimbursable to the Depositor, the Master Servicer, the Securities Administrator, any Custodian, or any director, officer, employee or agent thereof, and any other amounts with respect to Loan Group I payable or reimbursable from the Trust Estate as Group I Extraordinary Trust Fund Expenses pursuant to the terms of the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the related Custodial Agreement, the Policy or the Insurance Agreement, including Group I Extraordinary Trust Fund Expenses that are not reimbursed in any calendar year as a result of the Group I Extraordinary Trust Fund Expenses Cap. Group I Extraordinary Trust Fund Expenses for any calendar year, to the extent they may exceed the Group I Extraordinary Trust Fund Expenses Cap, shall be paid pro rata among the parties entitled thereto from the amounts available therefor.

Group I Extraordinary Trust Fund Expenses Cap: With respect to Loan Group I, $250,000 for each calendar year; provided, however, that such cap will not apply to any costs and expenses (i) of the Indenture Trustee incurred in connection with the termination of the Securities Administrator or the Master Servicer, the transfer of master servicing to a successor master servicer, any costs incurred with the replacement of any Custodian and costs and expenses incurred following an Event of Default (so long as such Event of Default is continuing), or (ii) of the Master Servicer incurred in connection with the termination of the related Servicer and the transfer of servicing to a successor servicer.

Group I HELOC: A home equity line of credit in Loan Group I transferred and assigned to the Trust pursuant to Section 2.01 or Section 2.04 of the Sale and Servicing Agreement, as identified in the Mortgage Loan Schedule, including a HELOC in Loan Group I the property securing which has become an REO Property.

Group I Insurance Proceeds: Amounts paid by any insurer under any Insurance Policy covering any Group I HELOC or related 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 related Mortgaged Property or to reimburse insured expenses.

Group I Interest Collection Amount: With respect to each Payment Date, an amount equal to the amount received by the related Servicer and consisting of interest collected during the related Collection Period on the Group I HELOCs and allocated to interest in accordance with the terms of the related Servicing Agreement or the Sale and Servicing Agreement, as applicable, together with the interest portion of any Repurchase Price relating to any repurchased Group I HELOCs and the interest portion of any substitution adjustment amount paid during the related Collection Period and any Group I Subsequent Recoveries on Group I HELOCs that were previously Group I Charged-Off HELOCs, to the extent such Group I Subsequent Recoveries relate to interest, reduced, without duplication, by any Group I Extraordinary Trust Fund Expenses (subject to the Group I Extraordinary Trust Fund Expense Cap).

Group I Liquidation Date: With respect to any Group I Charged-Off HELOC, the date on which the Master Servicer or the related Servicer has certified that such Group I HELOC has become a Group I Charged-Off HELOC.

Group I Liquidation Expenses: With respect to a Group I HELOC in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicer in connection with the liquidation of such Group I HELOC and the related Mortgaged 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.

Group I Liquidation Proceeds: Cash received in connection with the liquidation of a defaulted Group I HELOC, whether through trustee’s sale, foreclosure sale, Insurance Proceeds, condemnation proceeds or otherwise.

Group I Managed Amortization Period: With respect to the Group I Notes is the period beginning on the Cut-off Date and ending on the occurrence of a Group I Rapid Amortization Event.

Group I Marker Rate: With respect to the Class I-E Certificates and any Payment Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular Interest AA), with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest I-A and ZZ) subject to a cap equal to the Note Interest Rate for the Corresponding Note for such Payment Date for the purpose of this calculation, with the rate on REMIC I Regular Interest I-A subject to a cap equal to the Note Interest Rate for the Corresponding Note for such Payment Date, plus the Premium Percentage, for the purpose of this calculation, and with the rate on REMIC I Regular Interest ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC I Regular Interest (other than REMIC I Regular Interests AA and ZZ) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

Group I Maximum Uncertificated Accrued Interest Deferral Amount: With respect to the any Payment Date, the excess, if any, of (i) accrued interest at the Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest ZZ for such Payment Date on a balance equal to the Uncertificated Principal Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization Amount, in each case for such Payment Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Payment Date on the REMIC I Regular Interests (other than REMIC I Regular Interests AA and ZZ), with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest I-A) subject to a cap equal to the Note Interest Rate for the Corresponding Note for such Payment Date for the purpose of this calculation, and with the rate on REMIC I Regular Interest I-A subject to a cap equal to the Note Interest Rate for the Corresponding Note for such Payment Date, plus the Premium Percentage, for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC I Regular Interest (other than REMIC I Regular Interests AA and ZZ) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

Group I Net WAC Cap Rate: With respect to any Payment Date and the Class I-A Notes, a per annum rate equal to the excess, if any, of (x) the weighted average of the Expense Adjusted Mortgage Rates of the Group I HELOCs as of the first day of the related Collection Period preceding such Payment Date, over (y) the Premium Percentage. With respect to any Payment Date and the Class I-M Notes and Class I-B Notes, a per annum rate equal to the weighted average of the Expense Adjusted Mortgage Rates of the Group I HELOCs as of the first day of the related Collection Period preceding such Payment Date. The Net WAC Cap Rate for each Class of Group I Notes will be calculated based on a 360-day year and the actual number of days elapsed in the related Accrual Period. For federal income tax purposes, the Group I Net WAC Cap Rate for any Payment Date and for each Class of Group I Notes shall be the equivalent of the foregoing, expressed as the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC I Pass-Through Rates on the REMIC I Regular Interests, weighted on the basis of the Uncertificated Principal Balances of such REMIC I Regular Interests immediately prior to such Payment Date, minus, in the case of the Class I-A Notes, the Premium Percentage.

Group I Net WAC Cap Rate Carryover Amount: With respect to any Class of Group I Notes and any Payment Date, the sum of (A) if such Notes are subject to the Net WAC Cap Rate on such Payment Date, the excess, if any, of (x) the amount of interest that would have been payable to such Class of Group I Notes on such Payment Date if the Note Interest Rate for such Class for such Payment Date were calculated at the related Formula Rate over (y) the amount of interest payable on such Class of Group I Notes at the Group I Net WAC Cap Rate for such Payment Date, and (B) the Group I Net WAC Cap Rate Carryover Amount for the previous Payment Date not previously paid, together with interest thereon at a rate equal to the related Formula Rate for such Class of Group I Notes for the current Payment Date.

Group I Net WAC Cap Rate Carryover Reserve Account: The Account created pursuant to Section 5.09 of the Sale and Servicing Agreement.

Group I Net WAC Cap Rate Carryover Reserve Account Deposit: With respect to the Group I Net WAC Cap Rate Carryover Reserve Account, an amount equal to $5,000, which the Depositor shall deposit into the Group I Net WAC Cap Rate Carryover Reserve Account pursuant to Section 5.09 of the Sale and Servicing Agreement.

Group I Notes: Any of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4 Notes.

Group I Noteholder: The Person in whose name a Group I Note is registered in the Note Register, except that, any Group I Note registered in the name of the Depositor, the Issuer, the Indenture Trustee, the Sponsor, the Securities Administrator or the Master Servicer or any Affiliate of any of them shall be deemed not to be a Group I Holder or Group I Holders, nor shall any so owned be considered outstanding, for purposes of giving any request, demand, authorization, direction, notice, consent or waiver under the Indenture or the Trust Agreement; provided that, in determining whether the Indenture Trustee or Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Group I Notes that a Responsible Officer of the Indenture Trustee or Securities Administrator has actual knowledge to be so owned shall be so disregarded. Owners of Group I Notes that have been pledged in good faith may be regarded as Group I Holders if the pledgee establishes to the satisfaction of the Securities Administrator or the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Group I Notes or any Affiliate of any of the foregoing Persons.

Group I Optional Termination Date: The first date on which the majority holder of the Class I-E Certificates may terminate the Group I Sub-Trust.

Group I Overcollateralization Amount: With respect to any Payment Date is the amount, if any, by which the Invested Amount exceeds the aggregate Note Principal Balance of the Group I Notes as of such Payment Date after giving effect to payments to be made on such Payment Date.

Group I Overcollateralization Deficit: With respect to any Payment Date, the amount, if any, by which the aggregate Note Principal Balance of the Group I Notes as of such Payment Date, after giving effect to payments to be made on such Payment Date, exceeds the Invested Amount.

Group I Overcollateralization Floor: With respect to the Group I Notes, 0.50% of the Invested Amount as of the Group I Cut-off Date.

Group I Overcollateralization Increase Amount: With respect to any Payment Date, the amount payable to the Group I Notes pursuant to Section 3.02(a)(v) of the Indenture.

Group I Overcollateralization Reduction Amount: With respect to the Group I Notes and any Payment Date for which the Group I Excess Overcollateralization Amount is, or would be, after taking into account all other payments to be made on that Payment Date, greater than zero, an amount equal to the lesser of (i) the Group I Excess Overcollateralization Amount for that Payment Date and (ii) the Group I Available Principal Payment Amount for that Payment Date (without giving effect to the Group I Overcollateralization Reduction Amount).

Group I Overcollateralization Target Amount: With respect to any Payment Date (a) prior to the Group I Stepdown Date, an amount equal to 5.50% of the Invested Amount as of the Cut-off Date, (b) on or after the Group I Stepdown Date and if a Group I Trigger Event is not in effect, the greater of (A) the lesser of (i) an amount equal to 5.50% of the Invested Amount as of the Cut-off Date and (ii) 11.00% of the then current Invested Amount as of the last day of the Group I Collection Period and (B) the Group I Overcollateralization Floor or (c) on or after the Group I Stepdown Date and if a Group I Trigger Event is in effect, the Group I Overcollateralization Target Amount for the immediately preceding Payment Date.

Group I Principal Collection Amount: With respect to each Payment Date, an amount equal to the amount received by the related Servicer and consisting of amounts collected during the related Collection Period on the Group I HELOCs and allocated to principal in accordance with the terms of the Sale and Servicing Agreement, together with the principal portion of any repurchase price relating to any repurchased Group I HELOCs and substitution adjustment amount paid during the related Collection Period and Group I Subsequent Recoveries, to the extent such Group I Subsequent Recoveries relate to principal.

Group I Rapid Amortization Event: With respect to the Group I HELOCs, any one of the following events:

(a) the failure of the Sponsor to make any payments or deposits as required by the Sale and Servicing Agreement, or to observe or perform in any material respect any covenant of the Sponsor in the Mortgage Loan Purchase Agreement or the Sale and Servicing Agreement that materially and adversely affects the interests of the Noteholders or the Note Insurer and that continues unremedied and continues to affect materially and adversely the interests of the Noteholders for sixty (60) days (five days in the case of any failure to repurchase an affected Group I HELOC when required or to substitute a related Substitute HELOC for an affected related HELOC) after the date on which written notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee or the Securities Administrator, or to the Sponsor, the Indenture Trustee and the Securities Administrator by the Holders of greater than 50% of the aggregate Note Principal Balance of the Group I Notes;

(b) any representation or warranty made by the Sponsor in the Mortgage Loan Purchase Agreement or the Sale and Servicing Agreement proves to have been incorrect in any material respect when made, as a result of which the interests of the Noteholders are materially and adversely affected and that continues to be incorrect in any material respect and continues to affect materially and adversely the interests of the Noteholders for thirty (30) days after the date on which notice of the failure, requiring it to be remedied, shall have been given to the Sponsor by the Indenture Trustee or the Securities Administrator, or to the Sponsor, the Indenture Trustee and the Securities Administrator by the Holders of greater than 50% of the aggregate Note Principal Balance of the Group I Notes (a Group I Rapid Amortization Event pursuant to this subparagraph (b) shall not occur if the Sponsor has repurchased the related Group I HELOCs or substituted for them during the 60-day period (or such longer period (not to exceed an additional 60 days) as the Indenture Trustee or the Securities Administrator may specify) in accordance with the Sale and Servicing Agreement);

(d) the Trust becomes subject to the Investment Company Act of 1940;

(e) the occurrence of a Group I Rapid Amortization Trigger Event; or

(f) a draw is made on the Policy which remains unreimbursed for three months.

If any event described in clause (a), (b), (e) or (f) occurs, a Group I Rapid Amortization Event will occur only if, after the applicable grace period, either the Indenture Trustee, the Note Insurer or the Securities Administrator acting at the direction of the Group I Noteholders evidencing more than 51% in Note Principal Balance of the Group I Notes then outstanding by written notice to the holder of the Class I-E Certificates, the Depositor, the Sponsor and the related Servicers (and to the Securities Administrator, if given by the Group I Noteholders) declare that a Group I Rapid Amortization Event has occurred. If any event described in clauses (c) or (d) occurs, a Group I Rapid Amortization Event will occur without any notice or other action on the part of the Securities Administrator or the Noteholders immediately on the occurrence of such event.

Group I Rapid Amortization Period: The period beginning upon the occurrence of the Group I Rapid Amortization Event.

Group I Rapid Amortization Trigger Event: Is in effect with respect to the Group I Notes and any Payment Date if the cumulative amount of Group I Charge-Off Amounts (net of Group I Subsequent Recoveries) incurred on the Group I HELOCs from the Group I Cut-off Date through the end of the related Collection Period immediately preceding such Payment Date exceeds the applicable percentage set forth below of the aggregate Stated Principal Balance of the Group I HELOCs as of the Group I Cut-off Date:

Prior to November 2009	4.50%
November 2009 to October 2010	4.50%, plus an additional 1/12th of 2.00% for each Payment Date after November 2009 up to and including the Payment Date in October 2010
November 2010 to October 2011	6.50%, plus an additional 1/12th of 1.00% for each Payment Date after November 2010 up to and including the Payment Date in October 2011
November 2011 to October 2012	7.50%, plus an additional 1/12th of 1.00% for each Payment Date after November 2011 up to and including the Payment Date in October 2012
November 2012 to October 2013	8.50%, plus an additional 1/12th of 1.00% for each Payment Date after November 2012 up to and including the Payment Date in October 2013
November 2013 to October 2014	9.50%, plus an additional 1/12th of 0.50% for each Payment Date after November 2013 up to and including the Payment Date in October 2014
November 2014 and thereafter	10.00%

Group I Residual Certificates: Any of the Class I-S and Class I-R Certificates, each evidencing the sole class of Residual Interests in the related REMIC.

Group I Residual Certificateholders: Any of the Holders of the Class I-S Certificates or Class I-R Certificates.

Group I REO Property: A Mortgaged Property acquired in the name of the Indenture Trustee, for the benefit of the Noteholders, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Group I HELOC.

Group I 60 Day Plus Delinquency Percentage: With respect to any Payment Date is the arithmetic average for each of the three successive Payment Dates ending with the applicable Payment Date of the percentage equivalent of a fraction, (A) the numerator of which is the aggregate Stated Principal Balance of (i) the Group I HELOCs that are 60 or more days delinquent in the payment of principal or interest for the relevant Payment Date, (ii) Group I HELOCs in foreclosure, (iii) Group I REO Property and (iv) Group I HELOCs with a related mortgagor subject to bankruptcy procedures, and (B) the denominator of which is the aggregate Stated Principal Balance of all of the Group I HELOCs immediately preceding the relevant Payment Date.

Group I Security: Any of the Group I Certificates or Group I Notes.

Group I Sub-Trust: The portion of the Trust Estate allocated to the Group I HELOCs.

Group I Sponsor Certificate Pro Rata Test: Is met with respect to any Payment Date during the Group I Managed Amortization Period if the Certificate Principal Balance of the Class I-S Certificates is greater than 3.00% of the aggregate Stated Principal Balance of the Group I HELOCs.

Group I Stepdown Date: The earlier to occur of

(A) the Payment Date following the Payment Date on which the Class I-A Note is retired; and

(B) the later to occur of

(x) the Payment Date occurring in November 2009 and

(y) the first Payment Date for which the Group I Current Specified Enhancement Percentage is greater than or equal to 40.70%.

Group I Subsequent Recoveries: Means any amount recovered by the related Servicer or the Master Servicer (net of reimbursable expenses) with respect to a Group I Charged-Off HELOC with respect to which a Group I Charge-Off Amount was incurred after the liquidation or disposition of such HELOC.

Group I Trigger Event: With respect to any Payment Date is if any of the following tests is not satisfied: (A) the Group I 60 Day Plus Delinquency Percentage is less than 5.50% of the aggregate Stated Principal Balance of the Group I HELOCs, (B) for any Payment Date, the Group I Cumulative Charge-off Percentage for such Payment Date is less than the following:

Prior to November 2009	3.50%
November 2009 to October 2010	3.50%, plus an additional 1/12th of 1.25% for each Payment Date after November 2009 up to and including the Payment Date in October 2010
November 2010 to October 2011	4.75%, plus an additional 1/12th of 1.00% for each Payment Date after November 2010 up to and including the Payment Date in October 2011
November 2011 to October 2012	5.75%, plus an additional 1/12th of 0.25% for each Payment Date after November 2011 up to and including the Payment Date in October 2012
November 2012 and thereafter	6.00%

Group II Basis Risk Shortfall Carry Forward Amount: As of any Payment Date for any Class of Group II Notes an amount equal to the sum of (A) if on such Payment Date the Note Interest Rate for such Class is based upon the Group II Net WAC Cap Rate, the excess, if any, of (a) the amount of Current Interest to which such Class would have been entitled on such Payment Date had the applicable Note Interest Rate been calculated at a per annum rate equal to the lesser of (i) One-Month LIBOR plus the applicable Margin and (ii) 11.00% per annum, over (b) the amount of Current Interest that such Class received on such Payment Date at the Group II Net WAC Cap Rate for such Payment Date; and (B) the Group II Basis Risk Shortfall Carry Forward Amount for the preceding Payment Date not previously paid, together with interest thereon at a rate equal to the applicable Note Interest Rate for the current Payment Date without regard to the Group II Net WAC Cap Rate.

Group II Basis Risk Shortfall Carry Forward Reserve Account: The Account created pursuant to Section 3.22 of the Indenture.

Group II Basis Risk Shortfall Carry Forward Reserve Account Deposit: With respect to the Group II Basis Risk Shortfall Carry Forward Reserve Account, an amount equal to $5,000, which the Depositor shall deposit into the Group II Basis Risk Shortfall Carry Forward Reserve Account pursuant to Section 3.22 of the Indenture.

Group II Certificates: Any of the Class II-C, Class II-R-1, Class II-R-2 and Class II-X Certificates.

Group II Certificateholder: The Person in whose name a Group II Certificate is registered in the Certificate Register. Owners of Group II Certificates that have been pledged in good faith may be regarded as Group II Holders if the pledgee establishes to the satisfaction of the Securities Administrator or the Owner Trustee, as the case may be, the pledgee’s right so to act with respect to such Group II Certificates and that the pledgee is not the Issuer, any other obligor upon the Group II Certificates or any Affiliate of any of the foregoing Persons.

Group II Class IO Distribution Amount: As defined in Section 3.22(f) of the Indenture. For the avoidance of doubt, the Group II Class IO Distribution Amount for any Payment Date shall equal the amount payable to the Swap Administrator pursuant to the first and second sentences of Section 3.22(c) on such Payment Date in excess of the amount payable on the Class II-IO Interest on such Payment Date, all as further provided in Section 3.22 of the Indenture.

Group II Current Specified Enhancement Percentage: With respect to any Payment Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Note Principal Balance of the Class II-M Notes and Class II-B Notes and (ii) the Group II Overcollateralization Amount, in each case prior to the payment of the Group II Principal Payment Amount on such Payment Date, by (y) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the end of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month).

Group II Cut-off Date Balance: $474,359,695.57.

Group II Cut-off Date Principal Balance: With respect to any Group II Mortgage Loan, the unpaid principal balance thereof as of the close of business on the Cut-off Date after application of all Principal Prepayments received prior to the Cut-off Date and scheduled payments of principal due on or before the Cut-off Date, whether or not received, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date.

Group II Estimated Swap Termination Payment: As defined in the Group II Swap Agreement.

Group II Excess Cashflow: With respect to any Payment Date is the sum of (i) the Group II Remaining Excess Spread for such Payment Date and (ii) the Group II Overcollateralization Release Amount for such Payment Date.

Group II Excess Overcollateralization Amount: With respect to Group II Mortgage Loans and any Payment Date, the excess, if any, of the Group II Overcollateralization Amount on that Payment Date over the Group II Overcollateralization Target Amount.

Group II Excess Spread: With respect to any Payment Date is (x) the excess, if any, of related Interest Funds for such Payment Date, over (y) the sum of (i) the Premium due to the Note Insurer, (ii) the Current Interest on the Group II Notes and (iii) the Interest Carry Forward Amounts on the Class II-A Notes.

Group II Extraordinary Trust Fund Expenses: Any amounts reimbursable to the Securities Administrator or the Indenture Trustee, or any director, officer, employee or agent of the Securities Administrator or the Indenture Trustee, from the Trust Estate, any amounts reimbursable to the Depositor, the Master Servicer, the Securities Administrator, any Custodian, or any director, officer, employee or agent thereof, and any other amounts with respect to Loan Group II payable or reimbursable from the Trust Estate as Group II Extraordinary Trust Fund Expenses pursuant to the terms of the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the related Custodial Agreement, the Policy or the Insurance Agreement, including Group II Extraordinary Trust Fund Expenses that are not reimbursed in any calendar year as a result of the Group II Extraordinary Trust Fund Expenses Cap. Group II Extraordinary Trust Fund Expenses for any calendar year, to the extent they may exceed the Group II Extraordinary Trust Fund Expenses Cap, shall be paid pro rata among the parties entitled thereto from the amounts available therefor.

Group II Extraordinary Trust Fund Expenses Cap: With respect to Loan Group II, $250,000 for each calendar year; provided, however, that such cap will not apply to any costs and expenses (i) of the Indenture Trustee incurred in connection with the termination of the Securities Administrator or the Master Servicer, the transfer of master servicing to a successor Master Servicer, any costs incurred with the replacement of any Custodian and costs and expenses incurred following an Event of Default (so long as such Event of Default is continuing), or (ii) of the Master Servicer incurred in connection with the termination of the related Servicer and the transfer of servicing to a successor servicer.

Group II Initial Interest Coverage Deposit: The amount to be paid by the Depositor to the Securities Administrator for deposit in the Group II Interest Coverage Account on the Closing Date, which amount is $185,000.

Group II Insurance Proceeds: Amounts paid by any insurer under any Insurance Policy covering any Group II Mortgage Loan or related 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 related Mortgaged Property or to reimburse insured expenses.

Group II Interest Coverage Account: The account or sub-account established and maintained pursuant to Section 8.10 of the Indenture and which shall be an Eligible Account or sub-account of an Eligible Account.

Group II Interest Coverage Distribution Amount: With respect to each Payment Date, an amount equal to (x) the weighted average of the Net Mortgage Rates on the then outstanding Group II Mortgage Loans, weighted based on the Stated Principal Balances of such Group II Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied by (y) the sum of (A) the remaining Group II Pre-Funded Amount outstanding at the end of the related Due Period and (B) the aggregate Stated Principal Balance of the Group II 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 II Liquidation Expenses: With respect to a Group II Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicer in connection with the liquidation of such Group II Mortgage Loan and the related Mortgaged 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.

Group II Liquidation Proceeds: All proceeds, other than Insurance Proceeds and Subsequent Recoveries, received in connection with the partial or complete liquidation of Group II Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise, or in connection with any condemnation or partial release of a mortgaged property, together with the net proceeds received with respect to any mortgaged properties and any other proceeds received with respect to an REO Property, less the sum of related unreimbursed Advances, Servicing Fees and servicing advances and all expenses of liquidation, including property protection expenses and foreclosure and sale costs, including court and reasonable attorneys fees.

Group II Marker Rate: With respect to the Class II-C Certificates and any Payment Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC IV Pass-Through Rates for the REMIC IV Group II Regular Interests (other than REMIC IV Regular Interests II-AA and II-IO), with the rate on each such REMIC IV Regular Interest (other than REMIC IV Regular Interest II-A) subject to a cap equal to the least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group II Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date for the purpose of this calculation, with the rate on REMIC IV Regular Interest II-A subject to a cap equal to the least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group II Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date, in each case, plus the Premium Percentage, for the purpose of this calculation, and with the rate on REMIC IV Regular Interest II-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC IV Group II Regular Interest (other than REMIC IV Regular Interests II-AA, II-ZZ and II-IO) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

Group II Maximum Probable Exposure: With respect to each Payment Date and the Group II Swap Agreement, the amount calculated by the Depositor in accordance with the Seller’s internal risk management process in respect of similar instruments, such calculation to be performed as agreed by the Indenture Trustee, the Supplemental Interest Trust Trustee and the Depositor.

Group II Maximum Uncertificated Accrued Interest Deferral Amount: With respect to the any Payment Date, the excess, if any, of (i) accrued interest at the Uncertificated REMIC IV Pass-Through Rate applicable to REMIC IV Regular Interest II-ZZ for such Payment Date on a balance equal to the Uncertificated Principal Balance of REMIC IV Regular Interest II-ZZ minus the REMIC IV Group II Overcollateralization Amount, in each case for such Payment Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Payment Date on the REMIC IV Group II Regular Interests (other than REMIC IV Regular Interests II-AA, II-ZZ and II-IO), with the rate on each such REMIC IV Regular Interest (other than REMIC IV Regular Interest II-A) subject to a cap equal to the least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group II Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date for the purpose of this calculation, and with the rate on REMIC IV Regular Interest II-A subject to a cap equal to the lesser of least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group II Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date, in each case, plus the Premium Percentage, for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC IV Group II Regular Interest (other than REMIC IV Regular Interests II-AA, II-ZZ and II-IO) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

Group II Mortgage Loan: Such of the Mortgage Loans in Loan Group II transferred and assigned to the Trust pursuant to Section 2.01 or Section 2.04 of the Sale and Servicing Agreement, as from time to time are held as a part of the Trust Fund (including the Subsequent Mortgage Loans related to loan Group II and any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. For purposes of interpreting the provisions in the Basic Documents containing the term “Group II Mortgage Loan”, each reference to “Group II Mortgage Loans”, other than that contained in the definition of “Group II Interest Coverage Distribution Amount”, shall be deemed to include references to the Group II Pre-Funded Amount (or portion thereof remaining on deposit in the Group II Pre-Funding Account) and (without duplication) the Subsequent Mortgage Loans included in Loan Group II, in each case for the relevant determination date.

Group II Mortgage Loan Purchase Price: The price, calculated as set forth in Section 8.06 of the Indenture, to be paid in connection with the repurchase of the Group II Mortgage Loans pursuant to such Section.

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

Group II Net WAC Cap Rate: With respect to any Payment Date and with respect to the Group II Notes, a per annum rate equal to the excess, if any, of (A) the weighted average of the net mortgage rates of the Group II Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Mortgage Loans on such Due Date, in each case over (B) (i) a per annum rate equal to the sum of (1) the Group II Net Swap Payment payable to the Group II Swap Provider and (2) any Group II Swap Termination Payment not due to a Group II Swap Provider Trigger Event payable to the Group II Swap Provider on such Payment Date (to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Group II Supplemental Interest Trust Trustee), divided by the outstanding Stated Principal Balance of the Group II Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied by 12, and (ii) in the case of the Class II-A Notes only, the Premium Percentage. The Group II Net WAC Cap Rate will be adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis. For purposes of calculating the various Group II Net WAC Cap Rates, the “net mortgage rate” of a Mortgage Loans is equal to the applicable interest rate borne by the Mortgage Loans less the sum of the respective rates used to calculate the servicing fee, the master servicing fee and the lender paid mortgage insurance fee, if any. With respect to any Payment Date and the REMIC V Regular Interests the ownership of which is represented by the Group II Notes, a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC IV Pass-Through Rates on the REMIC IV Group II Regular Interests (other than REMIC IV Regular Interest II-IO), weighted on the basis of the Uncertificated Principal Balances of such REMIC IV Regular Interest immediately prior to such Payment Date, minus, in the case of the REMIC V Regular Interest the ownership of which is represented by the Class II-A Notes, the Premium Percentage.

Group II Notes: Any of the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class II-B-1 Notes.

Group II Noteholder: The Person in whose name a Group II Note is registered in the Note Register, except that, any Group II Note registered in the name of the Depositor, the Issuer, the Indenture Trustee, the Sponsor, the Securities Administrator or the Master Servicer or any Affiliate of any of them shall be deemed not to be a Group II Holder or Group II Holders, nor shall any so owned be considered outstanding, for purposes of giving any request, demand, authorization, direction, notice, consent or waiver under the Indenture or the Trust Agreement; provided that, in determining whether the Indenture Trustee or Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Group II Notes that a Responsible Officer of the Indenture Trustee or Securities Administrator has actual knowledge to be so owned shall be so disregarded. Owners of Group II Notes that have been pledged in good faith may be regarded as Group II Holders if the pledgee establishes to the satisfaction of the Securities Administrator or the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Group II Notes or any Affiliate of any of the foregoing Persons.

Group II Optional Termination Date: The first date on which the majority holder of the Class II-C Certificates may terminate the Group II Sub-Trust (with the consent of the Note Insurer if such termination would result in a draw against the Policy or amounts remain due and owing under the Insurance Agreement) pursuant to Section 8.07 of the Indenture.

Group II Overcollateralization Amount: With respect to any Payment Date is the excess, if any, of (a) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), over (b) the aggregate Note Principal Balance of the Group II Notes on such Payment Date (after taking into account the payment of principal other than any related Extra Principal Payment Amount on such Notes).

Group II Overcollateralization Floor: With respect to the Group II Notes, 0.50% of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-Off Date.

Group II Overcollateralization Increase Amount: With respect to any Payment Date is the amount payable to the Group II Notes pursuant to Section 3.02(e) of the Indenture.

Group II Overcollateralization Release Amount: With respect to any Payment Date is the lesser of (x) the Principal Funds related to Loan Group II for such Payment Date and (y) the excess, if any, of (i) the Group II Overcollateralization Amount for such Payment Date (assuming that 100% of such Principal Funds is applied as a principal payment on such Payment Date), over (ii) the Group II Overcollateralization Target Amount for such Payment Date.

Group II Overcollateralization Target Amount: With respect to any Payment Date (a) prior to the Group II Stepdown Date, 7.25% of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date, (b) on or after the Group II Stepdown Date and if a Group II Trigger Event is not in effect, the greater of (i) the lesser of (1) 7.25% of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date and (2) 14.50% of the then current aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) and (ii) the Group II Overcollateralization Floor, and (c) on or after the Group II Stepdown Date and if a Group II Trigger Event is in effect, the Group II Overcollateralization Target Amount for the immediately preceding Payment Date.

Group II Pre-Funding Account: The account established by the Securities Administrator in the name of the Indenture Trustee and designated the “Group II Pre-Funding Account, LaSalle Bank National Association as securities administrator on behalf of Citibank, N.A., as indenture trustee for the benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes, Series 2007-1”.

Group II Pre-Funded Amount: The amount deposited by the Depositor in the Group II Pre-Funding Account on the Closing Date for the Subsequent Mortgage Loans for Group II, which amount is $17,803,720.

Group II Pre-Funding Period: The period from the Closing Date up to and including July 15, 2007, in which the Seller may purchase Subsequent Mortgage Loans for Group II for inclusion in the Trust with amounts in the Group II Pre-Funding Account.

Group II Principal Payment Amount: With respect to each Payment Date is equal to:

(a) the Principal Funds for Group II for such Payment Date, plus

(b) any related Extra Principal Payment Amount for such Payment Date, less

Group II Remaining Excess Spread: With respect to any Payment Date is the Group II Excess Spread less any related Extra Principal Payment Amount, in each case for such Payment Date.

Group II Remaining Pre-Funded Amount: An amount equal to the Group II Pre-Funded Amount minus the aggregate Stated Principal Balance of the Subsequent Mortgage Loans in Loan Group II transferred to the Trust during the Group II Pre-Funding Period.

Group II Residual Certificates: Any of the Class II-R-1 Certificates and Class II-R-2 Certificates, each evidencing the sole Class of Residual Interests in the related REMIC.

Group II Residual Certificateholders: Any of the Holders of the Class II-R-1 Certificates or Class II-R-2 Certificates.

Group II REO Property: A Mortgaged Property acquired in the name of the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Group II Mortgage Loan.

Group II 60 Day Plus Delinquency Percentage: With respect to any Payment Date, the arithmetic average for each of the three successive Payment Dates ending with the applicable Payment Date of the percentage equivalent of a fraction, (A) the numerator of which is the aggregate Stated Principal Balance of (i) the Group II Mortgage Loans that are 60 or more days delinquent in the payment of principal or interest for the relevant Payment Date, (ii) Group II Mortgage Loans in foreclosure, (iii) Group II REO Property and (iv) Group II Mortgage Loans with a related Mortgagor subject to bankruptcy procedures, and (B) the denominator of which is the aggregate Stated Principal Balance of all of the Group II Mortgage Loans immediately preceding the relevant Payment Date.

Group II Security: Any of the Group II Certificates or Group II Notes.

Group II Significance Estimate: With respect to any Payment Date, and in accordance with Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by the Seller or its affiliate of the aggregate Group II Maximum Probable Exposure of the outstanding Class II-A, Class II-M and Class II-B Notes to the Group II Swap Agreement.

Group II Significance Percentage: With respect to any Payment Date, and in accordance with Item 1115 of Regulation AB, shall be a percentage equal to the Group II Significance Estimate divided by the aggregate outstanding Note Principal Balance of the Class II-A, Class II-M and Class II-B Notes, prior to the distribution of the related Principal Payment Amount on such Payment Date.

Group II Stepdown Date: The earlier to occur of

(x) the first Payment Date following the Payment Date for which the aggregate Note Principal Balance for the Class II-A Notes have been reduced to zero; and

(y) the later to occur of (a) the first Payment Date for which the related Current Specified Enhancement Percentage is greater than or equal to 38.70%or (b) the Payment Date occurring in May 2010.

Group II Sub-Trust: The portion of the Trust Estate allocated to the Group II Mortgage Loans.

Group II Subsequent Recoveries: Any amount recovered by the related Servicer or the Master Servicer (net of reimbursable expenses) with respect to a Group II Mortgage Loan that has been previously liquidated and that resulted in a Realized Loss.

Group II Supplemental Interest Trust: The corpus of a trust created pursuant to Section 3.22 of the Indenture and designated as the “Group II Supplemental Interest Trust,” consisting of the Group II Swap Agreement, the rights in respect of the Swap Administration Agreement that relate to Loan Group II, the Group II Swap Account, Group II Swap Collateral Account and the Class II-IO Interest. For the avoidance of doubt, the Group II Supplemental Interest Trust, the Group II Swap Agreement, the Group II Swap Account, the Group II Swap Collateral Account and the Swap Administration Agreement do not constitute parts of the Trust Fund or any REMIC.

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

Group II Swap Account: The separate trust account created and maintained by the Swap Administrator, and held within the Group II Supplemental Interest Trust, pursuant to the Swap Administration Agreement.

Group II Swap Agreement: The interest rate swap agreement, dated as of April 30, 2007, between the Group II Supplemental Interest Trust Trustee and the Group II Swap Provider, including any schedule, confirmations, credit support annex or other credit support document relating thereto, and attached as Exhibit I to the Sale and Servicing Agreement.

Group II Swap Collateral Account: Shall mean the separate interest-bearing account created and maintained by the Swap Administrator pursuant to the Swap Administration Agreement.

Group II Swap Credit Support Annex: The credit support annex, dated as of April 30, 2007, between the Group II Supplemental Interest Trust Trustee and the Group II Swap Provider, which is annexed to and forms part of the Group II Swap Agreement.

Group II Swap Early Termination: The occurrence of an Early Termination Date (as defined in the Group II Swap Agreement) under the Group II Swap Agreement.

Group II Swap Optional Termination Payment: As defined in Section 8.06 of the Indenture.

Group II Swap Provider: The swap provider under the Group II Swap Agreement either (a) entitled to receive payments from the Swap Administrator from amounts payable by the Trust Fund with respect to Loan Group II under the Indenture or (b) required to make payments to the Swap Administrator for distribution as provided herein, in either case pursuant to the terms of the Group II Swap Agreement, and any successor in interest or assign. Initially, the Group II Swap Provider shall be Bear Stearns Financial Products Inc.

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

Group II Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Group II Swap Agreement, the payment to be made by the Swap Administrator to the Group II Swap Provider from payments from the Trust Fund with respect to Loan Group II, or by the Group II Swap Provider to the Swap Administrator for payment to the Trust Fund with respect to Loan Group II, as applicable, pursuant to the terms of the Group II Swap Agreement.

Group II Trigger Event: With respect to any Payment Date, the event that is in effect if any of the following tests is not satisfied: (A) the Group II 60 Day Plus Delinquency Percentage is less than 20.65% of the related Current Specified Enhancement Percentage, or (ii) (A) for any Payment Date from and including the Payment Date in May 2010 to and including the Payment Date in April 2011, the Cumulative Realized Loss Percentage for such Payment Date is less than 5.05% plus an additional 1/12th of 1.95% for each Payment Date thereafter up to and including the Payment Date in April 2011, (B) for any Payment Date from and including the Payment Date in May 2011 to and including the Payment Date in April 2012, the Cumulative Realized Loss Percentage for such Payment Date is less than 7.00% plus an additional 1/12th of 1.25% for each Payment Date thereafter up to and including the Payment Date in April 2012, (C) for any Payment Date from and including the Payment Date in May 2012 to and including the Payment Date in April 2013, the Cumulative Realized Loss Percentage for such Payment Date is less than 8.25% plus an additional 1/12th of 0.50% for each Payment Date thereafter up to and including the Payment Date in April 2013, and (D) for any Payment Date thereafter, the Cumulative Realized Loss Percentage for such Payment Date is less than 8.75%.

Group III Basis Risk Shortfall Carry Forward Amount: as of any Payment Date for any Class of Group III Notes an amount equal to the sum of (A) if on such Payment Date the Note Interest Rate for such Class is based upon the related Group III Net WAC Cap Rate, the excess, if any, of (a) the amount of Current Interest to which such Class would have been entitled on such Payment Date had the applicable Note Interest Rate been calculated at a per annum rate equal to the lesser of (i) One-Month LIBOR plus the applicable Margin and (ii) 11.00% per annum, over (b) the amount of Current Interest that such Class received on such Payment Date at the related Group III Net WAC Cap Rate for such Payment Date; and (B) the Group III Basis Risk Shortfall Carry Forward Amount for the preceding Payment Date not previously paid, together with interest thereon at a rate equal to the applicable Note Interest Rate for the current Payment Date without regard to the related Group III Net WAC Cap Rate.

Group III Basis Risk Shortfall Carry Forward Reserve Account: The Account created pursuant to Section 3.23 of the Indenture.

Group III Basis Risk Shortfall Carry Forward Reserve Account Deposit: With respect to the Group III Basis Risk Shortfall Carry Forward Reserve Account, an amount equal to $5,000, which the Depositor shall deposit into the Group III Basis Risk Shortfall Carry Forward Reserve Account pursuant to Section 3.23 of the Indenture.

Group III Certificates: Any of the Class III-C, Class III-R and Class III-X Certificates.

Group III Certificateholder: The Person in whose name a Group III Certificate is registered in the Certificate Register. Owners of Group III Certificates that have been pledged in good faith may be regarded as Group III Holders if the pledgee establishes to the satisfaction of the Securities Administrator or the Owner Trustee, as the case may be, the pledgee’s right so to act with respect to such Group III Certificates and that the pledgee is not the Issuer, any other obligor upon the Group II Certificates or any Affiliate of any of the foregoing Persons.

Group III Class IO Distribution Amount: As defined in Section 3.23(f) of the Indenture. For the avoidance of doubt, the Group III Class IO Distribution Amount for any Payment Date shall equal the amount payable to the Swap Administrator pursuant to the first and second sentences of Section 3.23(c) on such Payment Date in excess of the amount payable on the Class III-IO Interest on such Payment Date, all as further provided in Section 3.23 of the Indenture.

Group III Cut-off Date Balance: $364,544,253.72.

Group III Cut-off Date Principal Balance: With respect to any Group II Mortgage Loan, the unpaid principal balance thereof as of the close of business on the Cut-off Date after application of all Principal Prepayments received prior to the Cut-off Date and scheduled payments of principal due on or before the Cut-off Date, whether or not received, but without giving effect to any installments of principal received in respect of Due Dates after the Cut-off Date.

Group III Estimated Swap Termination Payment: As defined in the Group III Swap Agreement.

Group III Excess Cashflow: With respect to any Payment Date is the sum of (i) the Group III Remaining Excess Spread for such Payment Date and (ii) the Group III Overcollateralization Release Amount for such Payment Date.

Group III Excess Overcollateralization Amount: With respect to Group III Mortgage Loans and any Payment Date, the excess, if any, of the Group III Overcollateralization Amount on that Payment Date, over the Group III Overcollateralization Target Amount.

Group III Excess Spread: With respect to any Payment Date is (x) the excess, if any, of the related Interest Funds for such Payment Date, over (y) the sum of (i) the Premium due to the Note Insurer, (ii) the Current Interest on the Group III Notes and (iii) the Interest Carry Forward Amounts on the Class III-A Notes.

Group III Extraordinary Trust Fund Expenses: Any amounts reimbursable to the Securities Administrator or the Indenture Trustee, or any director, officer, employee or agent of the Securities Administrator or the Indenture Trustee, from the Trust Estate, any amounts reimbursable to the Depositor, the Master Servicer, the Securities Administrator, any Custodian, or any director, officer, employee or agent thereof, and any other amounts with respect to Loan Group III payable or reimbursable from the Trust Estate as Group III Extraordinary Trust Fund Expenses pursuant to the terms of the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the related Custodial Agreement, the Policy or the Insurance Agreement, including Group III Extraordinary Trust Fund Expenses that are not reimbursed in any calendar year as a result of the Group III Extraordinary Trust Fund Expenses Cap. Group III Extraordinary Trust Fund Expenses for any calendar year, to the extent they may exceed the Group III Extraordinary Trust Fund Expenses Cap, shall be paid pro rata among the parties entitled thereto from the amounts available therefor.

Group III Extraordinary Trust Fund Expenses Cap: With respect to Loan Group III, $250,000 for each calendar year; provided, however, that such cap will not apply to any costs and expenses (i) of the Indenture Trustee incurred in connection with the termination of the Securities Administrator or the Master Servicer, the transfer of master servicing to a successor master servicer, any costs incurred with the replacement of any Custodian and costs and expenses incurred following an Event of Default (so long as such Event of Default is continuing), or (ii) of the Master Servicer incurred in connection with the termination of the related Servicer and the transfer of servicing to a successor servicer.

Group III Initial Interest Coverage Deposit: The amount to be paid by the Depositor to the Securities Administrator for deposit in the Group III Interest Coverage Account on the Closing Date, which amount is $585,000.

Group III Insurance Proceeds: Amounts paid by any insurer under any Insurance Policy covering any Group III Mortgage Loan or related 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 related Mortgaged Property or to reimburse insured expenses.

Group III Interest Coverage Account: The account or sub-account established and maintained pursuant to Section 8.12 of the Indenture and which shall be an Eligible Account or sub-account of an Eligible Account.

Group III Interest Coverage Distribution Amount: With respect to each Payment Date, an amount equal to (x) the weighted average of the Net Mortgage Rates on the then outstanding Group III Mortgage Loans, weighted based on the Stated Principal Balances of such Group III Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied by (y) the sum of (A) the remaining Group III Pre-Funded Amount outstanding at the end of the related Due Period and (B) the aggregate Stated 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 Liquidation Expenses: With respect to a Group III Mortgage Loan in liquidation, unreimbursed expenses paid or incurred by or for the account of the Master Servicer or the related Servicer in connection with the liquidation of such Group III Mortgage Loan and the related Mortgaged 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.

Group III Liquidation Proceeds: All proceeds, other than Insurance Proceeds and Subsequent Recoveries, received in connection with the partial or complete liquidation of Mortgage Loans related to each loan group, whether through trustee’s sale, foreclosure sale or otherwise, or in connection with any condemnation or partial release of a mortgaged property, together with the net proceeds received with respect to any mortgaged properties and any other proceeds received with respect to an REO Property, less the sum of related unreimbursed Advances, Servicing Fees and servicing advances and all expenses of liquidation, including property protection expenses and foreclosure and sale costs, including court and reasonable attorneys fees.

Group III Marker Rate: With respect to the Class III-C Certificates and any Payment Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC IV Pass-Through Rates for the REMIC IV Group III Regular Interests (other than REMIC IV Regular Interests III-AA and III-IO), with the rate on each such REMIC IV Regular Interest (other than REMIC IV Regular Interest III-A) subject to a cap equal to the least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group III Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date for the purpose of this calculation, with the rate on REMIC IV Regular Interest III-A subject to a cap equal to the least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group III Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date, in each case, plus the Premium Percentage, for the purpose of this calculation, and with the rate on REMIC IV Regular Interest III-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC IV Group III Regular Interest (other than REMIC IV Regular Interests III-AA, III-ZZ and III-IO) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

Group III Maximum Probable Exposure: With respect to each Payment Date and the Group III Swap Agreement, the amount calculated by the Depositor in accordance with the Seller’s internal risk management process in respect of similar instruments, such calculation to be performed as agreed by the Indenture Trustee, the Supplemental Interest Trust Trustee and the Depositor.

Group III Maximum Uncertificated Accrued Interest Deferral Amount: With respect to the any Payment Date, the excess, if any, of (i) accrued interest at the Uncertificated REMIC IV Pass-Through Rate applicable to REMIC IV Regular Interest III-ZZ for such Payment Date on a balance equal to the Uncertificated Principal Balance of REMIC IV Regular Interest III-ZZ minus the REMIC IV Group III Overcollateralization Amount, in each case for such Payment Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Payment Date on the REMIC IV Group III Regular Interests (other than REMIC IV Regular Interests III-AA, III-ZZ and III-IO), with the rate on each such REMIC IV Regular Interest (other than REMIC IV Regular Interest III-A) subject to a cap equal to the least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group III Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date for the purpose of this calculation, and with the rate on REMIC IV Regular Interest III-A subject to a cap equal to the least of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group III Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which is represented by the Corresponding Note for such Payment Date, in each case, plus the Premium Percentage, for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each REMIC IV Group III Regular Interest (other than REMIC IV Regular Interests III-AA, III-ZZ and III-IO) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

Group III Mortgage Loan: Such of the Mortgage Loans in Loan Group III transferred and assigned to the Trust pursuant to Section 2.01 or Section 2.04 of the Sale and Servicing Agreement, as from time to time are held as a part of the Trust Fund (including the Subsequent Mortgage Loans related to Loan Group III and any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. For purposes of interpreting the provisions in the Basic Documents containing the term “Group III Mortgage Loan”, each reference to “Group III Mortgage Loans”, other than that contained in the definition of “Group III Interest Coverage Payment Amount”, shall be deemed to include references to the Group III Pre-Funded Amount (or portion thereof remaining on deposit in the Group III Pre-Funding Account) and (without duplication) the Subsequent Mortgage Loans included in Loan Group III, in each case for the relevant determination date.

Group III Mortgage Loan Purchase Price: The price, calculated as set forth in Section 8.06 of the Indenture, to be paid in connection with the repurchase of the Group III Mortgage Loans pursuant to such Section.

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

Group III Net WAC Cap Rate: With respect to any Payment Date and with respect to the Group III Notes, a per annum rate equal to the excess, if any, of (A) the weighted average of the net mortgage rates of the Group III Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Mortgage Loans on such Due Date, in each case over (B) (i) a per annum rate equal to the sum of (1) the Group III Net Swap Payment payable to the Group III Swap Provider and (2) any Group III Swap Termination Payment not due to a Group III Swap Provider Trigger Event payable to the Group III Swap Provider on such Payment Date (to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Group III Supplemental Interest Trust Trustee), divided by the outstanding Stated Principal Balance of the Group III Mortgage Loans as of the related Due Date prior to giving effect to any reduction in the Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied by 12, and (ii) in the case of the Class III-A Notes only, the Premium Percentage. The Group III Net WAC Cap Rate will be adjusted to an effective rate reflecting the accrual of interest on an actual/360 basis. For purposes of calculating the various Group III Net WAC Cap Rates, the “net mortgage rate” of a Mortgage Loans is equal to the applicable interest rate borne by the Mortgage Loans less the sum of the respective rates used to calculate the servicing fee, the master servicing fee and the lender paid mortgage insurance fee, if any. With respect to any Payment Date and the REMIC V Regular Interests the ownership of which is represented by the Group III Notes, a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC IV Pass-Through Rates on the REMIC IV Group II Regular Interests (other than REMIC IV Regular Interest III-IO), weighted on the basis of the Uncertificated Principal Balances of such REMIC IV Regular Interest immediately prior to such Payment Date, minus, in the case of the REMIC V Regular Interest the ownership of which is represented by the Class III-A Notes, the Premium Percentage.

Group III Notes: Any of the Class III-A, Class III-M-1, Class III-M-2, Class III-M-3, Class III-M-4, Class III-M-5, Class III-M-6 and Class III-B-1 Notes.

Group III Noteholder: The Person in whose name a Group III Note is registered in the Note Register, except that, any Group III Note registered in the name of the Depositor, the Issuer, the Indenture Trustee, the Sponsor, the Securities Administrator or the Master Servicer or any Affiliate of any of them shall be deemed not to be a Group III Holder or Group III Holders, nor shall any so owned be considered outstanding, for purposes of giving any request, demand, authorization, direction, notice, consent or waiver under the Indenture or the Trust Agreement; provided that, in determining whether the Indenture Trustee or Securities Administrator shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Group III Notes that a Responsible Officer of the Indenture Trustee or Securities Administrator has actual knowledge to be so owned shall be so disregarded. Owners of Group III Notes that have been pledged in good faith may be regarded as Group III Holders if the pledgee establishes to the satisfaction of the Securities Administrator or the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Group III Notes or any Affiliate of any of the foregoing Persons.

Group III Optional Termination Date: The first date on which the majority holder of the Class III-C Certificates may terminate the Group III Sub-Trust (with the consent of the Note Insurer if such termination would result in a draw against the Policy or amounts remain due and owing under the Insurance Agreement).

Group III Overcollateralization Amount: With respect to any Payment Date is the excess, if any, of (a) the aggregate Stated Principal Balances of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month), over (b) the aggregate Note Principal Balance of the Group III Notes on such Payment Date (after taking into account the payment of principal other than any related Extra Principal Payment Amount on such Notes).

Group III Overcollateralization Floor: With respect to the Group III Notes, 0.50% of the aggregate Stated Principal Balance of the Group III Mortgage Loans Amount as of the Cut-Off Date.

Group III Overcollateralization Increase Amount: With respect to any Payment Date is the amount payable to the Group III Notes pursuant to Section 3.02(g) of the Indenture.

Group III Overcollateralization Release Amount: With respect to any Payment Date is the lesser of (x) the Principal Funds related to Loan Group III for such Payment Date and (y) the excess, if any, of (i) the Group III Overcollateralization Amount for such Payment Date (assuming that 100% of such Principal Funds is applied as a principal payment on such Payment Date) over (III) the Group III Overcollateralization Target Amount for such Payment Date.

Group III Overcollateralization Target Amount: With respect to any Payment Date (a) prior to the Group III Stepdown Date, 7.65% of the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date, (b) on or after the Group III Stepdown Date and if a Group III Trigger Event is not in effect, the greater of (i) the lesser of (1) 7.65% of the aggregate Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off Date and (2) 15.30% of the then current aggregate Stated Principal Balance of the Group III Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for related Realized Losses incurred during the prior calendar month) and (ii) the Group III Overcollateralization Floor, and (c) on or after the Group III Stepdown Date and if a Group III Trigger Event is in effect, the Group III Overcollateralization Target Amount for the immediately preceding Payment Date.

Group III Principal Collection Amount: With respect to each Payment Date, an amount equal to the amount received by the related Servicer and consisting of amounts collected during the related Due Period on the Group III Mortgage Loans and allocated to principal in accordance with the terms of the Sale and Servicing Agreement, together with the principal portion of any Repurchase Price relating to any repurchased Group III Mortgage Loans and substitution adjustment amount paid during the related Due Period and Group III Subsequent Recoveries, to the extent such Group III Subsequent Recoveries relate to principal.

Group III Pre-Funding Account: The account established by the Securities Administrator in the name of the Indenture Trustee and designated the “Group III Pre-Funding Account, LaSalle Bank National Association as securities administrator on behalf of Citibank, N.A., as indenture trustee for the benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes, Series 2007-1”.

Group III Pre-Funded Amount: The amount deposited by the Depositor in the Group III Pre-Funding Account on the Closing Date for the Subsequent Mortgage Loans in Loan Group III, which amount is $55,431,978.

Group III Pre-Funding Period: The period from the Closing Date up to and including July 15, 2007, in which the seller may purchase Subsequent Mortgage Loans for l Group III for inclusion in the trust with amounts in the Group III Pre-Funding Account.

Group III Principal Payment Amount: With respect to each Payment Date is equal to:

(a) the Principal Funds for Loan Group III for such Payment Date, plus

(b) any related Extra Principal Payment Amount for such Payment Date, less

Group III Remaining Excess Spread: With respect to any Payment Date is the Group III Excess Spread less any related Extra Principal Payment Amount, in each case for such Payment Date.

Group III Remaining Pre-Funded Amount: An amount equal to the Group III Pre-Funded Amount minus the aggregate Stated Principal Balance of the Subsequent Mortgage Loans in Loan Group III transferred to the Trust during the Group III Pre-Funding Period.

Group III Residual Certificates: The Class III-R Certificates, each evidencing the sole class of Residual Interests in the related REMIC.

Group III Residual Certificateholders: The Holders of the Class III-R Certificates.

Group III REO Property: A Mortgaged Property acquired in the name of the Indenture Trustee, for the benefit of the Noteholders and the Note Insurer, by foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Group III Mortgage Loan.

Group III 60 Day Plus Delinquency Percentage: With respect to any Payment Date, the arithmetic average for each of the three successive Payment Dates ending with the applicable Payment Date of the percentage equivalent of a fraction, (A) the numerator of which is the aggregate Stated Principal Balance of (i) the Group III Mortgage Loans that are 60 or more days delinquent in the payment of principal or interest for the relevant Payment Date, (III) Group III Mortgage Loans in foreclosure, (IIIi) Group III REO Property and (iv) Group III Mortgage Loans with a related Mortgagor subject to bankruptcy procedures, and (B) the denominator of which is the aggregate Stated Principal Balance of all of the Group III Mortgage Loans immediately preceding the relevant Payment Date.

Group III Security: Any of the Group III Certificates or Group III Notes.

Group III Significance Estimate: With respect to any Payment Date, and in accordance with Item 1115 of Regulation AB, shall be an amount determined based on the reasonable good-faith estimate by the Seller or its affiliate of the aggregate Group III Maximum Probable Exposure of the outstanding Class III-A, Class III-M and Class III-B Notes to the Group III Swap Agreement.

Group III Significance Percentage: With respect to any Payment Date, and in accordance with Item 1115 of Regulation AB, shall be a percentage equal to the Group III Significance Estimate divided by the aggregate outstanding Certificate Principal Balance of the Class III-A, Class III-M and Class III-B Notes, prior to the distribution of the related Principal Payment Amount on such Payment Date.

Group III Stepdown Date: The earlier to occur of

(x) the first Payment Date following the Payment Date for which the aggregate Note Principal Balance for the Class III-A Notes have been reduced to zero; and

(y) the later to occur of (a) the first Payment Date for which the Group III Current Specified Enhancement Percentage is greater than or equal to 40.20% or (b) the Payment Date occurring in May 2010.

Group III Sub-Trust: The portion of the Trust Estate allocated to the Group III Mortgage Loans.

Group III Subsequent Recoveries: Any amount recovered by the related Servicer or the Master Servicer (net of reimbursable expenses) with respect to a Group III Mortgage Loan that has been previously liquidated and that resulted in a Realized Loss.

Group III Supplemental Interest Trust: The corpus of a trust created pursuant to Section 3.22 of this Agreement and designated as the “Group III Supplemental Interest Trust,” consisting of the Group III Swap Agreement, the rights in respect of the Swap Administration Agreement that relate to Loan Group III, the Group III Swap Account, the Group III Swap Collateral Account and the Class III-IO Interest. For the avoidance of doubt, the Group III Supplemental Interest Trust, the Group III Swap Agreement, the Group III Swap Account, the Group III Swap Collateral Account and the Swap Administration Agreement do not constitute parts of the Trust Fund or any REMIC.

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

Group III Swap Account: The separate trust account created and maintained by the Swap Administrator, and held within the Group III Supplemental Interest Trust, pursuant to the Swap Administration Agreement.

Group III Swap Agreement: The interest rate swap agreement, dated as of April 30, 2007, between the Group III Supplemental Interest Trust Trustee and the Group III Swap Provider, including any schedule, confirmations, credit support annex or other credit support document relating thereto, and attached as Exhibit J to the Sale and Servicing Agreement.

Group III Swap Collateral Account: Shall mean the separate interest-bearing account created and maintained by the Swap Administrator pursuant to the Swap Administration Agreement.

Group III Swap Credit Support Annex: The credit support annex, dated as of April 30, 2007, between the Group III Supplemental Interest Trust Trustee and the Group III Swap Provider, which is annexed to and forms part of the Group III Swap Agreement.

Group III Swap Early Termination: The occurrence of an Early Termination Date (as defined in the Group III Swap Agreement) under the Group III Swap Agreement.

Group III Swap Optional Termination Payment: As defined in Section 8.06 of the Indenture.

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

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

Group III Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Group III Swap Agreement, the payment to be made by the Swap Administrator to the Group III Swap Provider from payments from the Trust Fund with respect to Loan Group III, or by the Group III Swap Provider to the Swap Administrator for payment to the Trust Fund with respect to Loan Group III, as applicable, pursuant to the terms of the Group III Swap Agreement.

Group III Trigger Event: With respect to any Payment Date, the event that is in effect if any of the following tests is not satisfied: (A) the Group III 60 Day Plus Delinquency Percentage is less than 19.90% of the related Current Specified Enhancement Percentage, or (III) (A) for any Payment Date from and including the Payment Date in May 2010 to and including the Payment Date in April 2011, the Cumulative Realized Loss Percentage for such Payment Date is less than 5.05% plus an additional 1/12th of 2.80% for each Payment Date thereafter up to and including the Payment Date in April 2011, (B) for any Payment Date from and including the Payment Date in May 2011 to and including the Payment Date in April 2012, the Cumulative Realized Loss Percentage for such Payment Date is less than 7.85% plus an additional 1/12th of 1.65% for each Payment Date thereafter up to and including the Payment Date in April 2012, (C) for any Payment Date from and including the Payment Date in May 2012 to and including the Payment Date in April 2013, the Cumulative Realized Loss Percentage for such Payment Date is less than 9.50% plus an additional 1/12th of 0.50% for each Payment Date thereafter up to and including the Payment Date in April 2013, and (D) for any Payment Date thereafter, the Cumulative Realized Loss Percentage for such Payment Date is less than 10.00%.

Holder: Any Certificateholder or any Noteholder, as the context requires.

Indemnified Persons: The Indenture Trustee, the Master Servicer, the Company, the Owner Trustee, the Trust, the Note Insurer and the Securities Administrator, including LaSalle Bank National Association in its individual capacity, and their respective officers, directors, agents and employees and, with respect to the Indenture Trustee, any separate co-trustee and its officers, directors, agents and employees.

Indenture: The indenture, dated as of April 30, 2007, among the Issuing Entity, the Indenture Trustee and the Securities Administrator, relating to the Bear Stearns Second Lien Trust 2007-1, Mortgage-Backed Notes, Series 2007-1.

Indenture Trustee: Citibank, N.A., and its successors and assigns or any successor indenture trustee appointed pursuant to the terms of the Indenture.

Independent: When used with respect to any specified Person, the Person (i) is in fact independent of the Issuer, any other obligor on the Notes, the Sponsor, the Master Servicer, the Depositor and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Sponsor, the Master Servicer, the Depositor or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor, the Sponsor, the Master Servicer, the Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Independent Certificate: A certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Request and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

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.

Initial Certification: The initial certification delivered by the related Custodian pursuant to Section 2.3(a) of the related Custodial Agreement in the form attached thereto as Exhibit One.

Initial Note Principal Balance: With respect to the Class I-A Notes, $295,932,000.00, with respect to the Class I-M-1 Notes, $7,565,000.00, with respect to the Class I-M-2 Notes, $6,862,000.00, with respect to the Class I-M-3 Notes, $7,038,000.00, with respect to the Class I-M-4 Notes, $6,334,000.00, with respect to the Class I-B-1 Notes, $6,686,000.00, with respect to the Class I-B-2 Notes, $5,806,000.00, with respect to the Class I-B-3 Notes, $5,630,000.00, with respect to the Class I-B-4 Notes, $6,334,000.00, with respect to the Class II-A Notes, $382,571,000.00, with respect to the Class II-M-1 Notes, $9,961,000.00, with respect to the Class II-M-2 Notes, $9,250,000.00, with respect to the Class II-M-3 Notes, $8,538,000.00, with respect to the Class II-M-4 Notes, $8,064,000.00, with respect to the Class II-M-5 Notes, $8,301,000.00, with respect to the Class II-M-6 Notes, $6,878,000.00, with respect to the Class II-B-1 Notes, $6,404,000.00, with respect to the Class III-A Notes, $291,271,000.00, with respect to the Class III-M-1 Notes, $7,474,000.00, with respect to the Class III-M-2 Notes, $7,108,000.00, with respect to the Class III-M-3 Notes, $6,926,000.00, with respect to the Class III-M-4 Notes, $6,562,000.00, with respect to the Class III-M-5 Notes, $6,562,000.00, with respect to the Class III-M-6 Notes, $5,468,000.00 and with respect to the Class III-B-1 Notes, $5,285,000.00.

Insurance Agreement: The Insurance and Indemnity Agreement dated as of April 30, among the Note Insurer, EMC, as seller, the Issuing Entity, the Indenture Trustee and the Depositor, including any amendments and supplements thereto in accordance with the terms thereof.

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

Insurance Proceeds: Any Group I Insurance Proceeds, the Group II Insurance Proceeds or the Group III Insurance Proceeds.

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 Carry Forward Amounts: As of any Payment Date and with respect to each Class of Group II Notes and Group III Notes, the sum of (i) the excess of (a) the related Current Interest for such Class with respect to such Payment Date and any prior Payment Dates over (b) the amount actually paid to such Class of Notes with respect to interest on such Payment Dates and (ii) interest thereon (to the extent permitted by applicable law) at the applicable Note Interest Rate for such Class for the related Accrual Period including the Accrual Period relating to such Payment Date.

Interest Coverage Account: Either of the Group II Interest Coverage Account or the Group III Interest Coverage Account.

Interest Determination Date: The second LIBOR Business Day preceding the related Payment Date on which such Accrual Period commences.

Interest Shortfall: With respect to any Payment 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 for the calendar month 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 Stated Principal Balance of such Mortgage Loan immediately prior to such prepayment and (ii) the amount of interest for the calendar month 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 Stated 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 Stated 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 interim certification delivered by the related Custodian pursuant to Section 2.3(b) of the related Custodial Agreement in the form attached thereto as Exhibit Two.

Intervening Assignments: The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

Invested Amount: With respect to any Payment Date, the aggregate Stated Principal Balance of the Group I HELOCs reduced by the aggregate Certificate Principal Balance of the Class I-S Certificates, if any.

Investment Company Act: The Investment Company Act of 1940, as amended, and any amendments thereto.

IRS: The Internal Revenue Service.

Issuer Request: A written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee and the Note Insurer.

Issuing Entity: Bear Stearns Second Lien Trust 2007-1, a Delaware statutory trust, or its successor in interest.

LaSalle: LaSalle Bank National Association, and its successors and assigns.

LaSalle Custodial Agreement: The custodial agreement, dated as of April 30, 2007, among the Indenture Trustee, the Sponsor, the Master Servicer, the Depositor and LaSalle, relating to the Bear Stearns Second Lien Trust 2007-1, Mortgage-Backed Notes, Series 2007-1.

Latest Possible Maturity Date: With respect to the Group I HELOCs, January 25, 2037 and with respect to the Group II Mortgage Loans and Group III Mortgage Loans, August 25, 2037. For purposes of the Treasury regulations under Sections 860A through 860G of the Code, the latest possible maturity date of the REMIC I Regular Interests and each Regular Interest issued by REMIC V the ownership of which is represented by the Group I Notes and Class I-E Certificates shall be the Latest Possible Maturity Date specified for the Group I HELOCs, and the latest possible maturity date of the REMIC II Regular Interests, REMIC III Regular Interests, REMIC IV Regular Interests and each Regular Interest issued by REMIC V the ownership of which is represented by the Group II Notes, the Group III Notes and the Class C Certificates and the Class IO Interests shall be the Latest Possible Maturity Date specified for the Group II Mortgage Loans and Group III Mortgage Loans.

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

Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation, assignment, participation, deposit arrangement, encumbrance, lien (statutory or other), preference, priority right or interest or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC (other than any such financing statement filed for informational purposes only) or comparable law of any jurisdiction to evidence any of the foregoing.

Liquidation Date: Any of the Group I Liquidation Date, the Group II Liquidation Date or the Group III Liquidation Date.

Liquidation Expenses: Any of the Group I Liquidation Expenses, the Group II Liquidation Expenses or the Group III Liquidation Expenses.

Liquidation Proceeds: Any of the Group I Liquidation Proceeds, the Group II Liquidation Proceeds or the Group III Liquidation Proceeds.

Loan Group: Any of Loan Group I, Loan Group II or Loan Group III

Loan Group I: All of the Group I HELOCs.

Loan Group II: All of the Group II Mortgage Loans.

Loan Group III: All of the Group III Mortgage Loans.

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.

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

Majority Securityholders: With respect to the Notes of each Loan Group, the Note Insurer or, if a Note Insurer Default has occurred and is continuing, the holder or holders of in excess of 50% of the balance of the related group of Notes and following the reduction of the aggregate balance of the related group of Notes to zero, the holders of related Residual Certificates (voting collectively as a single class).

Margin: With respect to any Payment Date on or prior to the first possible related Optional Termination Date and (i) with respect to the Class I-A Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-A, 0.190% per annum, (ii) with respect to the Class I-M-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-1, 1.150% per annum, (iii) with respect to the Class I-M-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-2, 1.700% per annum, (iv) with respect to the Class I-M-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-3, 1.900% per annum, (v) with respect to the Class I-M-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-4, 2.500% per annum, (vi) with respect to the Class I-B-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-1, 2.750% per annum, (vii) with respect to the Class I-B-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-2, 3.000% per annum, (viii) with respect to the Class I-B-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-3, 3.000% per annum, (ix) with respect to the Class I-B-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-4, 3.000% per annum, (x) with respect to the Class II-A Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-A, 0.220% per annum, (xi) with respect to the Class II-M-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-1, 1.250% per annum, (xii) with respect to the Class II-M-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-2, 1.750% per annum, (xiii) with respect to the Class II-M-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-3, 2.500% per annum and (xiv) with respect to the Class II-M-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-4, 3.000% per annum, (xv) with respect to the Class II-M-5 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-5, 3.000% per annum, (xvi) with respect to the Class II-M-6 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-6, 3.000% per annum, (xvii) with respect to the Class II-B-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-B-1, 3.000% per annum, (xviii) with respect to the Class III-A Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-A, 0.220% per annum, (xix) with respect to the Class III-M-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-1, 1.000% per annum, (xx) with respect to the Class III-M-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-2, 1.500% per annum, (xxi) with respect to the Class III-M-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-3, 2.500% per annum and (xxii) with respect to the Class III-M-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-4, 2.500% per annum, (xxiii) with respect to the Class III-M-5 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-5, 2.500% per annum, (xxiv) with respect to the Class III-M-6 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-6, 2.500% per annum and (xxv) with respect to the Class III-B-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-B-1, 2.500% per annum.

With respect to any Payment Date after the first possible related Optional Termination Date, the Margin will increase to (i) with respect to the Class I-A Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-A, 0.380% per annum, (ii) with respect to the Class I-M-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-1, 1.725% per annum, (iii) with respect to the Class I-M-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-2, 2.550% per annum, (iv) with respect to the Class I-M-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-3, 2.850% per annum, (v) with respect to the Class I-M-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-4, 3.750% per annum, (vi) with respect to the Class I-B-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-1, 4.125% per annum, (vii) with respect to the Class I-B-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-2, 4.500% per annum, (viii) with respect to the Class I-B-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-3, 4.500% per annum, (ix) with respect to the Class I-B-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-B-4, 4.500% per annum, (x) with respect to the Class II-A Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-A, 0.440% per annum, (xi) with respect to the Class II-M-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-1, 1.875% per annum, (xii) with respect to the Class II-M-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-2, 2.625% per annum, (xiii) with respect to the Class II-M-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-3, 3.750% per annum and (xiv) with respect to the Class II-M-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-4, 4.500% per annum, (xv) with respect to the Class II-M-5 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-5, 4.500% per annum, (xvi) with respect to the Class II-M-6 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-6, 4.500% per annum, (xvii) with respect to the Class II-B-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-B-1, 4.500% per annum, (xviii) with respect to the Class III-A Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-A, 0.440% per annum, (xix) with respect to the Class III-M-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-1, 1.500% per annum, (xx) with respect to the Class III-M-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-2, 2.250% per annum, (xxi) with respect to the Class III-M-3 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-3, 3.750% per annum and (xxii) with respect to the Class III-M-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-4, 3.750% per annum, (xxiii) with respect to the Class III-M-5 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-5, 3.750% per annum, (xxiv) with respect to the Class III-M-6 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-M-6, 3.750% per annum and (xxv) with respect to the Class III-B-1 Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest III-B-1, 3.750% per annum.

Master Servicer: LaSalle Bank National Association, and its successors and assigns.

Master Servicer Collection Account: The trust account or accounts created and maintained pursuant to Section 5.05 of the Sale and Servicing Agreement. The Master Servicer Collection Account shall be an Eligible Account.

Master Servicer Compensation: As defined in Section 4.13 of the Sale and Servicing Agreement.

Master Servicer Event of Default: Has the meaning assigned to such term in Section 7.01 of the Sale and Servicing Agreement.

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

Master Servicing Fee Rate: 0.0025% per annum.

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

Material Defect: The meaning specified in Section 2.02(a) of the Sale and Servicing Agreement.

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: Any Mortgage Loan for which MERS is 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 Payment: With respect to any Mortgage Loan (including any REO Property) and any Due Date, the payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment, if any, for partial Principal Prepayments and for Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than a Deficient Valuation, or similar proceeding or any moratorium or similar waiver or grace period).

Moody’s: Moody’s Investors Service, Inc.

Mortgage: The mortgage, deed of trust or other instrument reflected on the Mortgage Loan Schedule as securing a Mortgage Loan.

Mortgage File: The file containing the Related Documents pertaining to a particular Mortgage and any additional documents required to be added to the Mortgage File pursuant to the Indenture.

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 applicable Mortgage Loan Schedule.

Mortgage Loan: The Group I HELOCs, Group II Mortgage Loans and Group III Mortgage Loans.

Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of April 30, 2007, between EMC Mortgage Corporation, as seller, and Bear Stearns Asset Backed Securities I LLC, as purchaser, and all amendments thereof and supplements thereto, attached to the Sale and Servicing Agreement as Exhibit E.

Mortgage Loan Schedule: The schedule, attached as Exhibit A to the Sale and Servicing Agreement with respect to the Mortgage Loans.

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 Collections: With respect to any related Group I Charged-Off HELOC, an amount equal to all payments on account of interest and principal on such Group I HELOC.

Net Liquidation Proceeds: With respect to any Group I Charged-Off HELOC, Liquidation Proceeds and Subsequent Recoveries net of unreimbursed advances by the related Servicer, expenses incurred by the Servicer in connection with the liquidation of such Group I HELOC and the related Mortgaged Property, and any other amounts payable to the related Servicer under the related Servicing Agreement.

Net Rate or Net Mortgage Rate: For any Mortgage Loan, the then applicable Mortgage Rate thereon less the sum of (i) the Servicing Fee Rate and (ii) the Master Servicing Fee Rate.

Net Swap Payment: Any of the Group II Net Swap Payment or the Group III Net Swap Payment.

Note: Any of the Group I, Group II or Group III Notes..

Noteholder: Any of the Group I Noteholder, Group II Noteholder or Group III Noteholder.

Note Insurer: Ambac Assurance Corporation.

Note Insurer Default: The existence and continuance of any of the following: (a) a failure by the Note Insurer to make a payment required under the Policy in accordance with its terms; or (b) the Note Insurer (A) files any petition or commences any case or proceeding under any provision or chapter of the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (B) makes a general assignment for the benefit of its creditors, or (C) has an order for relief entered against it under the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable.

Note Interest Rate: With respect to each Group I Note and, for purposes of the definitions of “Group I Marker Rate” and “Group I Maximum Uncertificated Accrued Interest Deferral Amount”, each REMIC I Regular Interest for which such Group I Note is the Corresponding Note, is the lesser of (a) the related Formula Rate and (b) the related Group I Net WAC Cap Rate. With respect to each Group II Note and Group III Note, the least of (x) the related Formula Rate, (y) 11.00% per annum and (z) the related Net WAC Cap Rate

Note Owner: The Beneficial Owner of a Note.

Note Principal Balance: With respect to any Group I Note as of any Payment Date, will equal such Note’s initial principal balance on the Closing Date, as reduced by (i) all amounts distributed on previous Payment Dates on such Note with respect to principal, (ii) the principal portion of all Group I Charge-Off Amounts allocated prior to such Payment Date to such Note, plus any Group I Subsequent Recoveries added to the Note Principal Balance of such Note. With respect to the Group II Notes as of any Payment Date, will equal such Note’s initial principal balance on the Closing Date, as reduced by (i) all amounts distributed on previous Payment Dates on such Note with respect to principal, (ii) the principal portion of all related Realized Loss amounts allocated prior to such Payment Date to such Note (to the extent not covered by the Policy), plus any Group II Subsequent Recoveries added to the Note Principal Balance of such Note (to the extent not used to reimburse the Note Insurer for previous draws on the Policy). With respect to the Group III Notes as of any Payment Date, will equal such Note’s initial principal balance on the Closing Date, as reduced by (i) all amounts distributed on previous Payment Dates on such Note with respect to principal, (ii) the principal portion of all related Realized Loss amounts allocated prior to such Payment Date to such Note (to the extent not covered by the Policy), plus any Group III Subsequent Recoveries added to the Note Principal Balance of such Note (to the extent not used to reimburse the Note Insurer for previous draws on the Policy). With respect to any Class of Note, the Note Principal Balance thereof shall be equal to the sum of the Note Principal Balances of all Outstanding Notes of such Class.

Note Register: The register maintained by the Note Registrar in which the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes.

Note Registrar: The Securities Administrator, in its capacity as Note Registrar, or any successor to the Securities Administrator in such capacity.

Notional Amount: Any of the Class I-E Notional Amount, Class II-C Certificate Notional Amount or Class III-C Certificate Notional Amount.

Officer’s Certificate: With respect to the Master Servicer, a certificate signed by the President, Managing Director, a Director, a Vice President or an Assistant Vice President, of the Master Servicer and delivered to the Indenture Trustee or the Securities Administrator, as applicable. With respect to the Issuer, a certificate signed by any Authorized Officer of the Issuer or a Responsible Officer of the Securities Administrator, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Responsible Officer of the Securities Administrator.

One-Month LIBOR: With respect to any Accrual Period other than the first Accrual Period, the rate determined by the Securities Administrator on the related Interest Determination Date on the basis of the London interbank offered rate for one-month United States dollar deposits, as such rates appear on the Telerate Screen Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date; provided that the parties hereto acknowledge that One-Month LIBOR for the first Accrual Period shall equal 5.320% per annum.

In the event that on any Interest Determination Date, Telerate Screen 3750 fails to indicate the London interbank offered rate for one-month United States dollar deposits, then One-Month LIBOR for the related Interest Accrual Period will be established by the Securities Administrator as follows:

1. If on such Interest Determination Date two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%).

2. If on such Interest Determination Date fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Accrual Period shall be the higher of (i) One-Month LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate.

The establishment of One-Month LIBOR on each Interest Determination Date by the Securities Administrator and the Securities Administrator’s calculation of the rate of interest applicable for the related Accrual Period shall (in the absence of manifest error) be final and binding.

Opinion of Counsel: A written opinion of counsel acceptable to the Indenture Trustee (and Owner Trustee, if applicable) and the Note Insurer which counsel may be in-house counsel for the Depositor or the Sponsor if acceptable to the Indenture Trustee (and Owner Trustee, if applicable), the Note Insurer and the Rating Agencies or outside counsel for the Depositor, the Sponsor, the Issuer or the Master Servicer, as the case may be.

Optional Termination Date: Any of the Group I Optional Termination Date, the Group II Optional Termination Date or the Group III Optional Termination 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. In the case of a refinancing, Original Value shall be the Appraised Value.

Originator: Any originator of the Mortgage Loans.

Outstanding: With respect to the Notes, as of the date of determination, all Notes theretofore executed, authenticated and delivered under this Indenture except:

(i) Notes theretofore canceled by the Note Registrar or delivered to the Securities Administrator for cancellation; and

(ii) Notes in exchange for or in lieu of which other Notes have been executed, authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Securities Administrator is presented that any such Notes are held by a holder in due course;

provided, Notes that have been paid with proceeds of the Policy will be considered outstanding for purposes of Section 4.12 of the Indenture.

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 less any related Excess Liquidation Proceeds with respect thereto to the extent applied to principal.

Overcollateralization Amount: Any of the Group I Overcollateralization Amount, the Group II Overcollateralization Amount or the Group III Overcollateralization Amount.

Overcollateralization Target Amount: Any of the Group I Overcollateralization Target Amount, the Group II Overcollateralization Target Amount or the Group III Overcollateralization Target Amount.

Owner Trust Estate: The corpus of the Issuer created by the Trust Agreement which consists of items referred to in Section 3.01 of the Trust Agreement.

Owner Trustee: Wilmington Trust Company, acting not in its individual capacity but solely as owner trustee under the Trust Agreement, and its successors and assigns or any successor owner trustee appointed pursuant to the terms of the Trust Agreement.

Paying Agent: Any paying agent or co-paying agent appointed under the Indenture, which initially shall be the Securities Administrator.

Payment Account: The trust account or accounts created and maintained pursuant to Section 3.01 of the Indenture, which shall be denominated LaSalle Bank National Association, as Securities Administrator f/b/o holders of Bear Stearns Second Lien Trust 2007-1, Mortgage-Backed Notes, Series 2007-1 - Payment Account.” The Payment Account shall be an Eligible Account.

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

Payment Date: The 25th day of each month, or if such day is not a Business Day, then the next Business Day, commencing in May 2007.

Percentage Interest: With respect to any Note, the percentage obtained by dividing the Note Principal Balance or the Notional Amount, as applicable, of such Note by the aggregate Note Principal Balances of all Notes of that Class. With respect to any Certificate, the percentage as stated on the face thereof.

Periodic Rate Cap: With respect to any Mortgage Loan, the maximum rate, if any, by which the Mortgage Rate on such Mortgage Loan can adjust on any Adjustment Date, as stated in the related Mortgage Note or Mortgage.

Permitted Investments: Any one or more of the following obligations or securities held in the name of the Indenture Trustee for the benefit of the Noteholders and the Note Insurer or in the name of the Securities Administrator 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 Indenture Trustee, Securities Administrator or the Master Servicer 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 the Rating Agencies and (b) any other demand or time deposit or certificate of deposit that is fully insured by the FDIC;

(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 Securities Administrator holds the security therefor;

(iv) securities bearing interest or sold at a discount issued by any corporation (including the Indenture Trustee, Securities Administrator or the Master Servicer or its Affiliates) incorporated under the laws of the United States of America or any state thereof that have the Applicable Credit Rating or better from the Rating Agencies 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 HELOCs and Permitted Investments held as part of the Trust as determined by the Master Servicer;

(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 the Rating Agencies 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 the Note Insurer and the Rating Agencies as evidenced in writing by the Rating Agencies to the Securities Administrator; and

(viii) any money market or common trust fund having the Applicable Credit Rating or better from the Rating Agencies, including any such fund for which the Securities Administrator or Master Servicer or any affiliate of the Securities Administrator or Master Servicer acts as a manager or an advisor; 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 as determined by the Master Servicer.

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

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

Piggyback Loan: With respect to a second lien Mortgage Loan originated by the same originator to the same borrower at the same time as the first lien Mortgage Loan, each secured by the same mortgaged property.

Plan: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.

Plan Assets: Assets of a Plan within the meaning of Department of Labor regulation 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

Policy: The financial guaranty insurance policy (No. AB1075BE) with respect to the Class A Notes and all endorsements thereto, if any, dated the Closing Date, issued by the Note Insurer for the benefit of the holders of the Class A Notes only.

Pool Balance: With respect to any date of determination, the aggregate of the Stated Principal Balances of all Mortgage Loans as of such date.

Premium Amount: With respect to the Class I-A, Class II-A or Class III-A Notes, the amount of premium due to the Note Insurer calculated based on the product of the Premium Percentage and the Note Principal Balance of such Class A Notes, as applicable, as of the immediately preceding Payment Date, based on a 360-day year consisting of twelve 30-day months; provided, that, on the first Payment Date, the amount of premium due with respect to each Class A Note shall be the product of the Premium Percentage and the Note Principal Balance of the related Class A Notes as of the Closing Date.

Premium Percentage: 0.200% per annum.

Prepayment Assumption: A specified CPR and a Constant Draw Rate of 10%.

Prepayment Charges: With respect to any Mortgage Loan, are charges incurred by the related mortgagor pursuant to the related Mortgage Loan documents under certain circumstances and in connection with a prepayment of the Mortgage Loan during periods up to five years after the Mortgage Loan was originated. Prepayment Charges collected with respect to any Group II Mortgage Loan or Group III Mortgage Loan will be distributed to holders of the related Class C Certificates and will not be available to make payments on the related Notes.

Prepayment Charge Waiver Amount: Any amount received by the Master Servicer in respect of waived Prepayment Charges related to the Group II Mortgage Loans or Group III Mortgage Loans, as applicable.

Prepayment Interest Shortfalls: With respect to any Payment Date, for each Group II Mortgage Loan or Group III Mortgage Loan that was the subject of a partial Principal Prepayment during the related Prepayment Period, or a Principal Prepayment in full during the related Prepayment Period, or that became a Liquidated Loan during the prior calendar month, (other than a Principal Prepayment in full resulting from the purchase of a Mortgage Loan pursuant to Sections 3.08 and 8.06 hereof and Sections 2.02 and 8.10 of the Sale and Servicing Agreement), the amount, if any, by which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such Group II Mortgage Loan or Group III Mortgage Loan immediately prior to such Principal Prepayment (or liquidation) or in the case of a partial Principal Prepayment on the amount of such prepayment (or Liquidation Proceeds) exceeds (ii) the amount of interest paid or collected in connection with such Principal Prepayment or such Liquidation Proceeds less the sum of (a) the Master Servicing Fee and (b) the Servicing Fee.

Prepayment Period: With respect to a Payment Date and (i) each EMC Mortgage Loan (not including any Group I HELOC), for each Principal Prepayment in full, the period commencing on the 16^th day of the month prior to the month in which the related Payment Date occurs (or with respect to the first Payment Date, the period commencing on the cut-off date) and ending on the 15^th day of the month in which such Payment Date occurs and for each partial Principal Prepayment, the calendar month prior to the month in which such Payment Date occurs and (ii) any other Mortgage Loan (not including any Group I HELOC), the period set forth in the related Servicing Agreement.

Principal Funds: With respect to each of Group II and Group III and any Payment Date, (1) the sum, without duplication, of (a) all scheduled principal collected on the Mortgage Loans in the related Loan Group during the related Due Period or advanced on or before the servicer advance date (b) all Advances relating to principal with respect to the Mortgage Loans in the related Group made on or before the Payment Account Deposit Date, (c) Principal Prepayments exclusive of prepayment charges or penalties collected on the Mortgage Loans in the related Loan Group during the related Prepayment Period, (d) the Stated Principal Balance of each Mortgage Loan in the related Loan Group that was repurchased by EMC pursuant to Sections 2.02, 2.03 and by EMC pursuant to Section 3.05 of the Sale and Servicing Agreement, (e) the aggregate of all Substitution Adjustment Amounts on the Mortgage Loans in the related Loan Group for the related Determination Date in connection with the substitution of any Mortgage Loans pursuant to Section 2.03(d) of the Sale and Servicing Agreement, (f) all Liquidation Proceeds and Subsequent Recoveries collected on the Mortgage Loans in the related Loan Group during the prior calendar month (to the extent such Liquidation Proceeds and Subsequent Recoveries relate to principal), in each case to the extent remitted by the Master Servicer to the Payment Account pursuant to this Agreement, (g) with respect to Loan Group II, any Group II Remaining Pre-Funded Amounts after the Group II Pre-Funding Period, (h) with respect to Loan Group III, any Group III Remaining Pre-Funded Amounts after the Group III Pre-Funding Period, (i) the principal portion of the purchase price of the assets of the trust related to such loan group upon the exercise by the Majority Holder of the related Class C Certificates of its optional termination right; minus (i) any amounts required to be reimbursed to the Seller, the Master Servicer, the Indenture Trustee, the related Supplemental Interest Trust Trustee or the Swap Administrator as provided in the Indenture, and (ii) any related Net Swap Payments or related Swap Termination Payments not due to a Swap Provider Trigger Event owed to the related Swap Provider (to the extent not paid by the Swap Administrator from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the related Supplemental Interest Trust Trustee), to the extent remaining unpaid from any previous Payment Date, in each case to the extent not covered by the Interest Funds for such Loan Group.

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 Excess Liquidation Proceeds. Partial Principal Prepayments shall be applied by the Company or the related Servicer, as appropriate, in accordance with the terms of the related Mortgage Note

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

Protected Account: The trust account or accounts created and maintained by each Servicer pursuant to the related Servicing Agreement or the Sale and Servicing Agreement, as applicable. Each Protected Account shall be an Eligible Account.

Purchaser: Bear Stearns Asset Backed Securities I LLC, a Delaware limited liability company, and its successors and assigns.

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 mortgage-backed notes having the same rating as the Notes rated by the Rating Agencies as of the Closing Date.

Rating Agency: Any nationally recognized statistical rating organization, or its successor, that rated the Notes at the request of the Depositor at the time of the initial issuance of the Notes. Initially, Standard & Poor’s and Moody’s. If such organization or a successor is no longer in existence, “Rating Agency” with respect to the Notes shall be such nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Securities Administrator, the Indenture Trustee, the Note Insurer and Master Servicer. References herein to the highest short term unsecured rating category of a Rating Agency shall mean A-1 or better in the case of Standard & Poor’s, P-1 in the case of Moody’s and in the case of any other Rating Agency shall mean such equivalent ratings. References herein to the highest long-term rating category of a Rating Agency shall mean “AAA” in the case of Standard & Poor’s, “Aaa” in the case of Moody’s and in the case of any other Rating Agency, such equivalent rating.

Rating Confirmation: A letter from each Rating Agency then providing a rating for any of the Notes at the request of the Issuer confirming that the action proposed to be taken by the Issuer will not, in and of itself, result in a downgrade of any of the ratings then applicable to the Notes (without regard to the Policy), or cause any Rating Agency to suspend or withdraw the Ratings then applicable to the Notes (without regard to the Policy).

Realized Loss: The excess of the unpaid Stated Principal Balance of a defaulted Group II Mortgage Loan or Group III Mortgage Loan, as applicable, plus accrued and unpaid interest thereon at the Mortgage Rate to the extent not advanced by the related Servicer through the last day of the month of liquidation over the net Liquidation Proceeds with respect thereto. With respect to any Mortgage Loan that has been modified upon a default or reasonably foreseeable default, (a)(1) the amount by which the monthly payment of such Mortgage Loan has been reduced, (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and (3) servicing advances that are forgiven and are reimbursable to the related Servicer, and (b) any such amount with respect to a monthly payment that was or would have been due in the month immediately following the month in which a Principal Prepayment or the purchase price of such Mortgage Loan is received or is deemed to have been received and not paid due to such modification. To the extent that the related Servicer or the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent that such recoveries are applied to reduce the Note Principal Balance of any related Class of Notes on any Payment Date.

Recordation Event: Any of (i) the resignation of a Servicer, (ii) the occurrence of an Event of Servicer Termination, or (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to a Servicer; provided, that any Recordation Event may be waived by the Majority Securityholders.

Record Date: With respect to any Class of Notes, the business day preceding the applicable Payment Date so long as such Class of Notes is in book-entry form; and otherwise, the Record Date shall be the close of business on the last business day of the month immediately preceding the month of the applicable Payment Date.

Reference Banks: Any leading banks engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) whose quotations appear on the Telerate Screen Page 3750 on the Interest Determination Date, (iii) which have been designated as such by the Securities Administrator and (iv) which are not Affiliates of the Depositor or the Sponsor.

Registered Holder: The Person in whose name a Note is registered in the Note Register on the applicable Record Date.

Regular Certificates: Any of the Class I-E Certificates or Class C Certificates.

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

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§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.

Related Documents: With respect to each Mortgage Loan, the documents specified in Section 2.01(d)(i)-(viii) of the Sale and Servicing Agreement, and any documents required to be added to such documents pursuant to the Sale and Servicing Agreement, the Trust Agreement, the Indenture or the Mortgage Loan Purchase Agreement.

Release: The Federal Reserve Board’s statistical Release No. H.15(519).

Relief Act: Servicemembers Civil Relief Act.

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.

Relief Act Shortfalls: Interest shortfalls resulting from the application of the Relief Act or any similar state law.

Remaining Excess Spread: Any of the Group II Remaining Excess Spread or Group III Remaining Excess Spread

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

REMIC I: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC I Interest Loss Allocation Amount: With respect to any Payment Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Accrual Period) equal to (a) the product of (i) the Invested Amount and REO Properties related to the Group I HELOCs then outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate for REMIC I Regular Interest AA minus the Group I Marker Rate, divided by (b) 12.

REMIC I Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC I Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest for which a Group I Note is the Corresponding Note, in each case, as of such date of determination.

REMIC I Required Overcollateralization Amount: 1.00% of the Group I Overcollateralization Target Amount.

REMIC I Principal Loss Allocation Amount: With respect to any Payment Date, an amount equal to the product of (i) the Invested Amount and REO Properties related to the Group I HELOCs then outstanding and (ii) 1 minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest for which a Group I Note is the Corresponding Note, and the denominator of which is the aggregate Uncertificated Principal Balance of each REMIC I Regular Interest for which a Group I Note is the Corresponding Note and REMIC I Regular Interest ZZ.

REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate in effect from time to time, and shall be entitled to payments of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Section 10.01 of the Indenture. The designations for the respective REMIC I Regular Interests are set forth in Section 10.01 of the Indenture.

REMIC II: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related Uncertificated REMIC II Pass-Through Rate in effect from time to time, and shall be entitled to payments of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Section 10.01 of the Indenture. The designations for the respective REMIC II Regular Interests are set forth in Section 10.01 of the Indenture.

REMIC III: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC III Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC III issued hereunder and designated as a Regular Interest in REMIC III. Each REMIC III Regular Interest shall accrue interest at the related Uncertificated REMIC III Pass-Through Rate in effect from time to time, and shall be entitled to payments of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Section 10.01 of the Indenture. The designations for the respective REMIC III Regular Interests are set forth in Section 10.01 of the Indenture.

REMIC IV: The segregated pool of assets described in Section 10.01 of the Indenture.

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

REMIC IV Group II Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC IV Group II Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of each REMIC IV Group II Regular Interest for which a Group II Note is the Corresponding Note, in each case, as of such date of determination.

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

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

REMIC IV Group II Regular Interest: Any of REMIC IV Regular Interests II-AA, II-A, II-M-1, II-M-2, II-M-3, II-M-4, II-M-5, II-M-6, II-B-1, II-IO and II-ZZ.

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

REMIC IV Group III Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC IV Group III Regular Interests minus (ii) the aggregate Uncertificated Principal Balance of each REMIC IV Group III Regular Interest for which a Group III Note is the Corresponding Note, in each case, as of such date of determination.

REMIC IV Group III Principal Loss Allocation Amount: With respect to any Payment Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Group III Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Principal Balance of each REMIC IV Group III Regular Interest for which a Group III Note is the Corresponding Note, and the denominator of which is the aggregate Uncertificated Principal Balance of each REMIC IV Group III Regular Interest for which a Group III Note is the Corresponding Note and REMIC IV Regular Interest III-ZZ.

REMIC IV Group III Regular Interest: Any of REMIC IV Regular Interests III-AA, III-A, III-M-1, III-M-2, III-M-3, III-M-4, III-M-5, III-M-6, III-B-1, III-IO and III-ZZ.

REMIC IV Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC IV issued hereunder and designated as a Regular Interest in REMIC IV. Each REMIC IV Regular Interest shall accrue interest at the related Uncertificated REMIC IV Pass-Through Rate in effect from time to time, and (except for REMIC IV Regular Interests II-IO and III-IO) shall be entitled to payments of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Section 10.01 of the Indenture. The designations for the respective REMIC IV Regular Interests are set forth in Section 10.01 of the Indenture. The REMIC IV Regular Interests consist of the REMIC IV Group II Regular Interests and REMIC IV Group III Regular Interests.

REMIC V: The segregated pool of assets described in Section 10.01 of the Indenture.

REMIC V Regular Interest: The Class IO Interests or any Regular Interest in REMIC V the ownership of which is represented by any of the Notes or Regular Certificates.

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

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

REO Property: Any of the Group I REO Property or Group II REO Property.

Reportable Event: As defined in Section 4.16(a)(iv) of the Sale and Servicing Agreement.

Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect thereto) required to be repurchased pursuant to the Mortgage Loan Purchase Agreement or the Sale and Servicing Agreement, an amount equal to the sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan as of the date of repurchase (including if a foreclosure has already occurred, the principal balance of the related Mortgage Loan at the time the Mortgage Property was acquired), net of any Servicing Advances attributable to principal and payable to the repurchaser of the Mortgage Loan if such repurchaser is also the Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon at the Mortgage Interest Rate through and including the last day of the month of repurchase, net of any portion of the Servicing Fee and any Servicing Advances attributable to interest that is payable to the repurchaser of the Mortgage Loan if such repurchaser is also the Servicer of such Mortgage Loan, plus (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.

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

Request for Release: A request for release pursuant to the related Custodial Agreement.

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

Residual Certificates: Any of the Group I Residual Certificates, the Group II Residual Certificates or the Group III Residual Certificates.

Residual Certificateholders: Any of the Group I Residual Certificateholders, the Group II Residual Certificateholders or the Group III Residual Certificateholders.

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

Responsible Officer: With respect to the Securities Administrator, any officer of the Securities Administrator with direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; and with respect to the Indenture Trustee, any vice president, assistant vice president, any assistant secretary, any assistant treasurer, any associate or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject or who shall have direct responsibility for the administration of the Indenture or the Trust Agreement.

60 Day Plus Delinquency Percentage: Any of the Group I 60 Day Plus Delinquency Percentage, the Group II 60 Day Plus Delinquency Percentage or the Group III 60 Day Plus Delinquency Percentage.

Sale and Servicing Agreement: The Sale and Servicing Agreement, dated as of April 30, 2007, among the Issuer, the Sponsor, the Indenture Trustee, the Master Servicer, the Securities Administrator and the Depositor.

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

Sarbanes-Oxley Certification: The meaning set forth in Section 4.16(a)(iii) of the Sale and Servicing Agreement.

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.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Securities Administrator: LaSalle Bank National Association, or its successor in interest, or any successor securities administrator.

Security: Any of the Group I, Group II or Group III Security.

Securityholder or Holder: Any Noteholder or Certificateholder.

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 Mortgage Corporation, and its successors and assigns.

Servicer: With respect to the Group I HELOCs, GMACM, GreenPoint or EMC, or its successors and assigns. With respect to the Group II Mortgage Loans and Group III Mortgage Loans, GMACM or EMC, or its successors and assigns.

Servicer Remittance Date: With respect to each Mortgage Loan serviced by GMACM or GreenPoint, the date set forth in the related Servicing Agreement, and with respect to each EMC Mortgage Loan, on or before 1:00 p.m. New York City time on the second Business Day immediately preceding the related Payment Date.

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

Servicing Agreement: Any of the GreenPoint Servicing Agreement, GMACM HELOC Servicing Agreement or GMACM Servicing Agreement.

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

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

Servicing Fee Rate: As to any Mortgage Loan, a per annum rate of 0.500%.

Servicing Officer: Any officer of the related Servicer involved in, or responsible for, the administration and master servicing of the related Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Indenture Trustee by the related Servicer, as such list may be amended from time to time.

Sponsor: EMC Mortgage Corporation, and its successors and assigns.

Standard & Poor’s: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or its successor in interest.

Stated Principal Balance: With respect to any Mortgage Loan and any Payment Date, the principal balance of the Mortgage Loan as of the Cut-off date, plus the aggregate amount of all Draws conveyed to the Trust in respect of a Group I HELOC minus all collections credited against the principal balance of such Group I HELOC in accordance with the related mortgage note and minus all prior related Charge-Off Amounts. The Stated Principal Balance of any Group I Charged-Off HELOC is equal to zero.

Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code §§3801 etseq., as the same may be amended from time to time.

Subordinate Notes: The Class I-M-1, Class I-M-2, Class I-M-3 and Class I-M-4 Notes.

Subsequent Cut-off Date: With respect to the Subsequent Mortgage Loans sold to theTrust pursuant to a subsequent transfer instrument, the later of (i) the first day of the month in which the related Subsequent Transfer Date occurs or (ii) the date of origination of such mortgage loan.

Subsequent Mortgage Loan: The Subsequent Mortgage Loans related to Loan Group II and Loan Group III transferred to the Trust pursuant to a Subsequent Transfer Instrument.

Subsequent Mortgage Loan Purchase Agreement: The agreement dated as of the Subsequent Transfer Date, between EMC Mortgage Corporation, as seller, and Bear Stearns Asset Backed Securities I LLC, as purchaser, and all amendments thereof and supplements thereto, regarding the transfer of the Subsequent Mortgage Loans by EMC to Bear Stearns Asset Backed Securities I LLC attached to the Sale and Servicing Agreement as Exhibit C-7.

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

Subsequent Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Depositor and the Indenture Trustee and substantially in the form attached to the Sale and Servicing Agreement as Exhibit C-8, by which Subsequent Mortgage Loans are transferred to the Trust.

Subsequent Recoveries: Any of the Group I Subsequent Recoveries, the Group II Subsequent Recoveries or the Group III Subsequent Recoveries.

Substitute HELOC: The meaning specified in the Mortgage Loan Purchase Agreement.

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

Supplemental Interest Trust: Any of the Group II Supplemental Interest Trust and Group III Supplemental Interest Trust.

Supplemental Interest Trust Trustee: Any of the Group II Supplemental Interest Trust Trustee or Group III Supplemental Interest Trust Trustee.

Swap Account: Any of the Group II Swap Account and Group III Swap Account.

Swap Administrator: LaSalle Bank National Association acting as Swap administrator under the Swap Administration Agreement.

Swap Administration Agreement: The Swap Administration Agreement, dated April 30, 2007, pursuant to which the Swap Administrator will make payments to the related Swap Provider and the related Certificateholders, and certain other payments, as such agreement may be amended or supplemented from time to time.

Swap Agreement: Any of the Group II Swap Agreement and Group III Swap Agreement.

Swap Collateral Account: Any of the Group II Swap Collateral Account or the Group III Swap Collateral Account.

Swap Credit Support Annex: Any of the Group II Swap Credit Support Annex or the Group III Swap Credit Support Annex.

Swap LIBOR: For any Distribution Date, a per annum rate equal to the Floating Rate Option (as defined in the related Swap Agreement) for the related Calculation Period (as defined in the related Swap Agreement).

Swap Provider: Any of the Group II Swap Provider and Group III Swap Provider.

Swap Provider Trigger Event: Any of the Group II Swap Provider Trigger Event and Group III Swap Provider Trigger Event.

Swap Termination Payment: Any of the Group II Swap Termination Payment and Group III Swap Termination Payment.

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

Telerate Screen Page 3750: The display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks).

Transfer: Any direct or indirect transfer or sale of any ownership interest in a Note or a Certificate.

Treasury Regulations: Regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

Trust: The Bear Stearns Second Lien Trust 2007-1 created pursuant to the Trust Agreement.

Trust Agreement: The Trust Agreement, dated as of April 27, 2007 between the Depositor and the Owner Trustee, as amended and restated by the Amended and Restated Trust Agreement, dated as of April 30, 2007, among the Depositor, the Owner Trustee, and the Securities Administrator.

Trust Estate: The meaning specified in the Granting Clause of the Indenture.

Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as amended from time to time, as in effect on any relevant date.

UCC: The Uniform Commercial Code, as amended from time to time, as in effect in any specified jurisdiction.

Uncertificated Accrued Interest: With respect to each REMIC Regular Interest and each Payment Date, an amount equal to one month’s interest at the Uncertificated REMIC I Pass-Through Rate, Uncertificated REMIC II Pass-Through Rate, Uncertificated REMIC III Pass-Through Rate or Uncertificated REMIC IV Pass-Through Rate, as applicable, on the related Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable, of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Interest Shortfalls allocated to such REMIC Regular Interests in accordance with the Indenture.

Uncertificated Notional Amount: With respect to REMIC IV Regular Interest II-IO and each Payment Date listed below, the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests ending with the designation “A” listed below:

Payment Date	REMIC II Regular Interests
1	I-1-A through I-45-A
2	I-2-A through I-45-A
3	I-3-A through I-45-A
4	I-4-A through I-45-A
5	I-5-A through I-45-A
6	I-6-A through I-45-A
7	I-7-A through I-45-A
8	I-8-A through I-45-A
9	I-9-A through I-45-A
10	I-10-A through I-45-A
11	I-11-A through I-45-A
12	I-12-A through I-45-A
13	I-13-A through I-45-A
14	I-14-A through I-45-A
15	I-15-A through I-45-A
16	I-16-A through I-45-A
17	I-17-A through I-45-A
18	I-18-A through I-45-A
19	I-19-A through I-45-A
20	I-20-A through I-45-A
21	I-21-A through I-45-A
22	I-22-A through I-45-A
23	I-23-A through I-45-A
24	I-24-A through I-45-A
25	I-25-A through I-45-A
26	I-26-A through I-45-A
27	I-27-A through I-45-A
28	I-28-A through I-45-A
29	I-29-A through I-45-A
30	I-30-A through I-45-A
31	I-31-A through I-45-A
32	I-32-A through I-45-A
33	I-33-A through I-45-A
34	I-34-A through I-45-A
35	I-35-A through I-45-A
36	I-36-A through I-45-A
37	I-37-A through I-45-A
38	I-38-A through I-45-A
39	I-39-A through I-45-A
40	I-40-A through I-45-A
41	I-41-A through I-45-A
42	I-42-A through I-45-A
43	I-43-A through I-45-A
44	I-44-A through I-45-A
45	I-45-A
thereafter	$0.00

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

With respect to REMIC IV Regular Interest III-IO and each Payment Date listed below, the aggregate Uncertificated Principal Balance of the REMIC III Regular Interests ending with the designation “A” listed below:

Payment Date	REMIC III Regular Interests
1	I-1-A through I-45-A
2	I-2-A through I-45-A
3	I-3-A through I-45-A
4	I-4-A through I-45-A
5	I-5-A through I-45-A
6	I-6-A through I-45-A
7	I-7-A through I-45-A
8	I-8-A through I-45-A
9	I-9-A through I-45-A
10	I-10-A through I-45-A
11	I-11-A through I-45-A
12	I-12-A through I-45-A
13	I-13-A through I-45-A
14	I-14-A through I-45-A
15	I-15-A through I-45-A
16	I-16-A through I-45-A
17	I-17-A through I-45-A
18	I-18-A through I-45-A
19	I-19-A through I-45-A
20	I-20-A through I-45-A
21	I-21-A through I-45-A
22	I-22-A through I-45-A
23	I-23-A through I-45-A
24	I-24-A through I-45-A
25	I-25-A through I-45-A
26	I-26-A through I-45-A
27	I-27-A through I-45-A
28	I-28-A through I-45-A
29	I-29-A through I-45-A
30	I-30-A through I-45-A
31	I-31-A through I-45-A
32	I-32-A through I-45-A
33	I-33-A through I-45-A
34	I-34-A through I-45-A
35	I-35-A through I-45-A
36	I-36-A through I-45-A
37	I-37-A through I-45-A
38	I-38-A through I-45-A
39	I-39-A through I-45-A
40	I-40-A through I-45-A
41	I-41-A through I-45-A
42	I-42-A through I-45-A
43	I-43-A through I-45-A
44	I-44-A through I-45-A
45	I-45-A
thereafter	$0.00

With respect to the Class III-IO Interest and any Payment Date, an amount equal to the Uncertificated Notional Amount of the REMIC IV Regular Interest III-IO.

Uncertificated Principal Balance: The amount of REMIC Regular Interests outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall equal the amount set forth in Section 10.01 of the Indenture as its initial uncertificated principal balance. On each Payment Date, the Uncertificated Principal Balances of the REMIC Regular Interests shall be reduced by all payments of principal made on such REMIC Regular Interests on such Payment Date pursuant to Section 10.02 of the Indenture and, if and to the extent necessary and appropriate, shall be further reduced on such Payment Date by Group I Charge-Off Amounts or Realized Losses, as applicable, as provided in Section 10.03 of the Indenture, and the Uncertificated Principal Balance of REMIC I Regular Interest ZZ and REMIC IV Regular Interests II-ZZ and III-ZZZ shall be increased by interest deferrals as provided in Sections 10.02(b)(i), 10.02(e)(1)(ii) and 10.02(f)(1)(ii), as applicable, of the Indenture. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.

Uncertificated REMIC I Pass-Through Rate: With respect to any REMIC I Regular Interest and any Payment Date, a per annum rate equal to the weighted average of the Group I Expense Adjusted Mortgage Rates of the Group I HELOCs as of the first day of the related Collection Period preceding such Payment Date.

Uncertificated REMIC II Pass-Through Rate: With respect to each REMIC II Regular Interest ending with the designation “A” and any Payment Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group II Mortgage Loans multiplied by 2, subject to a maximum rate of 10.0550%. With respect to each REMIC II Regular Interest ending with the designation “B” and any Payment Date, the greater of (x) a per annum rate equal to the excess, if any, of (1) 2 multiplied by the weighted average Net Mortgage Rate of the Group II Mortgage Loans over (2) 10.0550% and (y) 0.00% per annum.

Uncertificated REMIC III Pass-Through Rate: With respect to each REMIC III Regular Interest ending with the designation “A” and any Payment Date, a per annum rate equal to the weighted average Net Mortgage Rate of the Group III Mortgage Loans multiplied by 2, subject to a maximum rate of 10.0550%. With respect to each REMIC III Regular Interest ending with the designation “B” and any Payment Date, the greater of (x) a per annum rate equal to the excess, if any, of (1) 2 multiplied by the weighted average Net Mortgage Rate of the Group III Mortgage Loans over (2) 10.0550% and (y) 0.00% per annum.

Uncertificated REMIC IV Pass-Through Rate: With respect to each REMIC IV Group II Regular Interest (other than REMIC IV Regular Interest II-IO) and any Payment Date, a per annum rate equal to the weighted average of (x) the Uncertificated REMIC II Pass-Through Rates for the REMIC II Regular Interests ending with the designation “B” for such Payment Date, and (y) the rates listed below for the REMIC II Regular Interests ending with the designation “A” for such Payment Date, in each case, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest for such Payment Date:

Payment Date	REMIC II Regular Interest	Rate
1	I-1-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate

2	I-2-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A	Uncertificated REMIC II Pass-Through Rate
3	I-3-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-2-A	Uncertificated REMIC II Pass-Through Rate
4	I-4-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-3-A	Uncertificated REMIC II Pass-Through Rate
5	I-5-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-4-A	Uncertificated REMIC II Pass-Through Rate
6	I-6-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-5-A	Uncertificated REMIC II Pass-Through Rate
7	I-7-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-6-A	Uncertificated REMIC II Pass-Through Rate
8	I-8-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-7-A	Uncertificated REMIC II Pass-Through Rate
9	I-9-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-8-A	Uncertificated REMIC II Pass-Through Rate
10	I-10-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-9-A	Uncertificated REMIC II Pass-Through Rate
11	I-11-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-10-A	Uncertificated REMIC II Pass-Through Rate
12	I-12-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-11-A	Uncertificated REMIC II Pass-Through Rate
13	I-13-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-12-A	Uncertificated REMIC II Pass-Through Rate
14	I-14-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-13-A	Uncertificated REMIC II Pass-Through Rate
15	I-15-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-14-A	Uncertificated REMIC II Pass-Through Rate
16	I-16-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-15-A	Uncertificated REMIC II Pass-Through Rate
17	I-17-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-16-A	Uncertificated REMIC II Pass-Through Rate
18	I-18-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-17-A	Uncertificated REMIC II Pass-Through Rate
19	I-19-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-18-A	Uncertificated REMIC II Pass-Through Rate
20	I-20-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-19-A	Uncertificated REMIC II Pass-Through Rate
21	I-21-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-20-A	Uncertificated REMIC II Pass-Through Rate
22	I-22-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-21-A	Uncertificated REMIC II Pass-Through Rate
23	I-23-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-22-A	Uncertificated REMIC II Pass-Through Rate
24	I-24-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-23-A	Uncertificated REMIC II Pass-Through Rate
25	I-25-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-24-A	Uncertificated REMIC II Pass-Through Rate
26	I-26-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-25-A	Uncertificated REMIC II Pass-Through Rate
27	I-27-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-26-A	Uncertificated REMIC II Pass-Through Rate
28	I-28-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-27-A	Uncertificated REMIC II Pass-Through Rate
29	I-29-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-28-A	Uncertificated REMIC II Pass-Through Rate
30	I-30-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-29-A	Uncertificated REMIC II Pass-Through Rate
31	I-31-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-30-A	Uncertificated REMIC II Pass-Through Rate
32	I-32-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-31-A	Uncertificated REMIC II Pass-Through Rate
33	I-33-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-32-A	Uncertificated REMIC II Pass-Through Rate
34	I-34-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-33-A	Uncertificated REMIC II Pass-Through Rate
35	I-35-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-34-A	Uncertificated REMIC II Pass-Through Rate
36	I-36-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-35-A	Uncertificated REMIC II Pass-Through Rate
37	I-37-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-36-A	Uncertificated REMIC II Pass-Through Rate
38	I-38-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-37-A	Uncertificated REMIC II Pass-Through Rate
39	I-39-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-38-A	Uncertificated REMIC II Pass-Through Rate
40	I-40-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-39-A	Uncertificated REMIC II Pass-Through Rate
41	I-41-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-40-A	Uncertificated REMIC II Pass-Through Rate
42	I-42-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-41-A	Uncertificated REMIC II Pass-Through Rate
43	I-43-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-42-A	Uncertificated REMIC II Pass-Through Rate
44	I-44-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-43-A	Uncertificated REMIC II Pass-Through Rate
45	I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC II Pass-Through Rate
	I-1-A through I-44-A	Uncertificated REMIC II Pass-Through Rate
thereafter	I-1-A through I-45-A	Uncertificated REMIC II Pass-Through Rate

With respect to REMIC IV Regular Interest II-IO and any Payment Date, a per annum rate equal to the excess, if any, of (x) the weighted average of the Uncertificated REMIC II Pass-Through Rates for the REMIC II Regular Interests ending with the designation “A” for such Payment Date, over (y) the weighted average of 2 multiplied by Swap LIBOR on the REMIC II Regular Interests ending with the designation “A”, subject to a maximum rate of the Uncertificated REMIC II Pass-Through Rate for each such REMIC II Regular Interest for such Payment Date, in each case, weighted on the basis of the Uncertificated Principal Balances of each such REMIC II Regular Interest for such Payment Date.

With respect to each REMIC IV Group III Regular Interest (other than REMIC IV Regular Interest III-IO) and any Payment Date, a per annum rate equal to the weighted average of (x) the Uncertificated REMIC III Pass-Through Rates for the REMIC III Regular Interests ending with the designation “B” for such Payment Date, and (y) the rates listed below for the REMIC III Regular Interests ending with the designation “A” for such Payment Date, in each case, weighted on the basis of the Uncertificated Principal Balances of each such REMIC III Regular Interest for such Payment Date::

Payment Date	REMIC III Regular Interest	Rate
1	I-1-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate

2	I-2-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A	Uncertificated REMIC III Pass-Through Rate
3	I-3-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-2-A	Uncertificated REMIC III Pass-Through Rate
4	I-4-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-3-A	Uncertificated REMIC III Pass-Through Rate
5	I-5-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-4-A	Uncertificated REMIC III Pass-Through Rate
6	I-6-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-5-A	Uncertificated REMIC III Pass-Through Rate
7	I-7-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-6-A	Uncertificated REMIC III Pass-Through Rate
8	I-8-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-7-A	Uncertificated REMIC III Pass-Through Rate
9	I-9-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-8-A	Uncertificated REMIC III Pass-Through Rate
10	I-10-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-9-A	Uncertificated REMIC III Pass-Through Rate
11	I-11-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-10-A	Uncertificated REMIC III Pass-Through Rate
12	I-12-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-11-A	Uncertificated REMIC III Pass-Through Rate
13	I-13-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-12-A	Uncertificated REMIC III Pass-Through Rate
14	I-14-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-13-A	Uncertificated REMIC III Pass-Through Rate
15	I-15-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-14-A	Uncertificated REMIC III Pass-Through Rate
16	I-16-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-15-A	Uncertificated REMIC III Pass-Through Rate
17	I-17-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-16-A	Uncertificated REMIC III Pass-Through Rate
18	I-18-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-17-A	Uncertificated REMIC III Pass-Through Rate
19	I-19-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-18-A	Uncertificated REMIC III Pass-Through Rate
20	I-20-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-19-A	Uncertificated REMIC III Pass-Through Rate
21	I-21-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-20-A	Uncertificated REMIC III Pass-Through Rate
22	I-22-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-21-A	Uncertificated REMIC III Pass-Through Rate
23	I-23-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-22-A	Uncertificated REMIC III Pass-Through Rate
24	I-24-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-23-A	Uncertificated REMIC III Pass-Through Rate
25	I-25-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-24-A	Uncertificated REMIC III Pass-Through Rate
26	I-26-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-25-A	Uncertificated REMIC III Pass-Through Rate
27	I-27-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-26-A	Uncertificated REMIC III Pass-Through Rate
28	I-28-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-27-A	Uncertificated REMIC III Pass-Through Rate
29	I-29-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-28-A	Uncertificated REMIC III Pass-Through Rate
30	I-30-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-29-A	Uncertificated REMIC III Pass-Through Rate
31	I-31-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-30-A	Uncertificated REMIC III Pass-Through Rate
32	I-32-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-31-A	Uncertificated REMIC III Pass-Through Rate
33	I-33-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-32-A	Uncertificated REMIC III Pass-Through Rate
34	I-34-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-33-A	Uncertificated REMIC III Pass-Through Rate
35	I-35-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-34-A	Uncertificated REMIC III Pass-Through Rate
36	I-36-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-35-A	Uncertificated REMIC III Pass-Through Rate
37	I-37-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-36-A	Uncertificated REMIC III Pass-Through Rate
38	I-38-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-37-A	Uncertificated REMIC III Pass-Through Rate
39	I-39-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-38-A	Uncertificated REMIC III Pass-Through Rate
40	I-40-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-39-A	Uncertificated REMIC III Pass-Through Rate
41	I-41-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-40-A	Uncertificated REMIC III Pass-Through Rate
42	I-42-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-41-A	Uncertificated REMIC III Pass-Through Rate
43	I-43-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-42-A	Uncertificated REMIC III Pass-Through Rate
44	I-44-A through I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-43-A	Uncertificated REMIC III Pass-Through Rate
45	I-45-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC III Pass-Through Rate
	I-1-A through I-44-A	Uncertificated REMIC III Pass-Through Rate
thereafter	I-1-A through I-45-A	Uncertificated REMIC III Pass-Through Rate

With respect to REMIC IV Regular Interest III-IO and any Payment Date, a per annum rate equal to the excess, if any, of (x) the weighted average of the Uncertificated REMIC III Pass-Through Rates for the REMIC III Regular Interests ending with the designation “A” for such Payment Date, over (y) the weighted average of 2 multiplied by Swap LIBOR on the REMIC III Regular Interests ending with the designation “A”, subject to a maximum rate of the Uncertificated REMIC III Pass-Through Rate for each such REMIC III Regular Interest for such Payment Date, in each case, weighted on the basis of the Uncertificated Principal Balances of each such REMIC III Regular Interest for such Payment Date.

Underwriter: Bear, Stearns & Co. Inc.

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 to the related Servicing Agreement, without regard to whether or not such policy is maintained.

Unpaid Interest Shortfall Amount: With respect to any Class of Notes and (i) the first Payment Date, zero, and (ii) any Payment Date after the first Payment Date, the amount, if any, by which (A) the sum of (1) the Current Interest for such Class of Notes for the immediately preceding Payment Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class of Notes for such preceding Payment Date exceeds (B) the aggregate amount distributed on such Class of Notes in respect of interest pursuant to clause (A) above on such preceding Payment Date, plus interest on the amount of the interest due but not paid on such Class of Notes on such preceding Payment Date, to the extent permitted by law, at the Note Interest Rate for such Class for the related Accrual Period.

Wells Fargo: Wells Fargo Bank, N.A., and its successors and assigns.

Wells Fargo Custodial Agreement: The custodial agreement, dated as of April 30, 2007, among the Indenture Trustee, the Sponsor, the Master Servicer, the Depositor and Wells Fargo, relating to the Bear Stearns Second Lien Trust 2007-1, Mortgage-Backed Notes, Series 2007-1.

This ‘8-K’ Filing

Date

Other Filings

8/25/37

5/25/37

1/25/37

7/15/07

Filed on:

6/13/07

5/25/07

10-D

For Period End:

4/30/07

8-K

4/27/07

8-K, FWP

4/1/07

9/20/06

2/1/06

8/1/05

1/7/05

10/18/04

5/1/01

List all Filings

Exhibit A-1	—	Form of Class A Notes
Exhibit A-2	—	Form of Class M Notes
Exhibit A-3	—	Form of Class B Notes
Exhibit B	—	Mortgage Loan Schedule
Exhibit C	—	[Reserved]
Exhibit D	—	Form of Transferor Certificate
Exhibit E	—	Form of Mortgage Loan Purchase Agreement
Exhibit F	—	Form of Policy

Designation	Uncertificated REMIC I Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date ⁽¹⁾
AA	Variable⁽²⁾	$ 344,844,308.66	January 25, 2037
I-A	Variable⁽²⁾	$ 2,959,320.00	January 25, 2037
I-M-1	Variable⁽²⁾	$ 75,650.00	January 25, 2037
I-M-2	Variable⁽²⁾	$ 8,620.00	January 25, 2037
I-M-3	Variable⁽²⁾	$ 70,380.00	January 25, 2037
I-M-4	Variable⁽²⁾	$ 63,340.00	January 25, 2037
I-B-1	Variable⁽²⁾	$ 66,860.00	January 25, 2037
I-B-2	Variable⁽²⁾	$ 58,060.00	January 25, 2037
I-B-3	Variable⁽²⁾	$ 56,300.00	January 25, 2037
I-B-4	Variable⁽²⁾	$ 63,340.00	January 25, 2037
ZZ	Variable⁽²⁾	$ 3,555,768.95	January 25, 2037

Designation	Uncertificated REMIC II Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date ⁽¹⁾
I-1-A	Variable⁽²⁾	$ 6,995,766.76	August 25, 2037
I-1-B	Variable⁽²⁾	$ 6,995,766.76	August 25, 2037
I-2-A	Variable⁽²⁾	$ 6,789,929.11	August 25, 2037
I-2-B	Variable⁽²⁾	$ 6,789,929.11	August 25, 2037
I-3-A	Variable⁽²⁾	$ 6,590,138.13	August 25, 2037
I-3-B	Variable⁽²⁾	$ 6,590,138.13	August 25, 2037
I-4-A	Variable⁽²⁾	$ 6,396,216.38	August 25, 2037
I-4-B	Variable⁽²⁾	$ 6,396,216.38	August 25, 2037
I-5-A	Variable⁽²⁾	$ 6,207,991.64	August 25, 2037
I-5-B	Variable⁽²⁾	$ 6,207,991.64	August 25, 2037
I-6-A	Variable⁽²⁾	$ 6,025,296.70	August 25, 2037
I-6-B	Variable⁽²⁾	$ 6,025,296.70	August 25, 2037
I-7-A	Variable⁽²⁾	$ 5,847,969.30	August 25, 2037
I-7-B	Variable⁽²⁾	$ 5,847,969.30	August 25, 2037
I-8-A	Variable⁽²⁾	$ 5,675,851.91	August 25, 2037
I-8-B	Variable⁽²⁾	$ 5,675,851.91	August 25, 2037
I-9-A	Variable⁽²⁾	$ 5,508,791.61	August 25, 2037
I-9-B	Variable⁽²⁾	$ 5,508,791.61	August 25, 2037
I-10-A	Variable⁽²⁾	$ 5,346,640.00	August 25, 2037
I-10-B	Variable⁽²⁾	$ 5,346,640.00	August 25, 2037
I-11-A	Variable⁽²⁾	$ 5,189,253.01	August 25, 2037
I-11-B	Variable⁽²⁾	$ 5,189,253.01	August 25, 2037
I-12-A	Variable⁽²⁾	$ 5,036,490.79	August 25, 2037
I-12-B	Variable⁽²⁾	$ 5,036,490.79	August 25, 2037
I-13-A	Variable⁽²⁾	$ 4,888,217.60	August 25, 2037
I-13-B	Variable⁽²⁾	$ 4,888,217.60	August 25, 2037
I-14-A	Variable⁽²⁾	$ 4,744,301.69	August 25, 2037
I-14-B	Variable⁽²⁾	$ 4,744,301.69	August 25, 2037
I-15-A	Variable⁽²⁾	$ 4,604,615.15	August 25, 2037
I-15-B	Variable⁽²⁾	$ 4,604,615.15	August 25, 2037
I-16-A	Variable⁽²⁾	$ 4,469,033.85	August 25, 2037
I-16-B	Variable⁽²⁾	$ 4,469,033.85	August 25, 2037
I-17-A	Variable⁽²⁾	$ 4,337,437.28	August 25, 2037
I-17-B	Variable⁽²⁾	$ 4,337,437.28	August 25, 2037
I-18-A	Variable⁽²⁾	$ 4,209,708.47	August 25, 2037
I-18-B	Variable⁽²⁾	$ 4,209,708.47	August 25, 2037
I-19-A	Variable⁽²⁾	$ 4,085,733.89	August 25, 2037
I-19-B	Variable⁽²⁾	$ 4,085,733.89	August 25, 2037
I-20-A	Variable⁽²⁾	$ 3,965,403.32	August 25, 2037
I-20-B	Variable⁽²⁾	$ 3,965,403.32	August 25, 2037
I-21-A	Variable⁽²⁾	$ 3,848,609.79	August 25, 2037
I-21-B	Variable⁽²⁾	$ 3,848,609.79	August 25, 2037
I-22-A	Variable⁽²⁾	$ 3,735,249.47	August 25, 2037
I-22-B	Variable⁽²⁾	$ 3,735,249.47	August 25, 2037
I-23-A	Variable⁽²⁾	$ 3,625,221.56	August 25, 2037
I-23-B	Variable⁽²⁾	$ 3,625,221.56	August 25, 2037
I-24-A	Variable⁽²⁾	$ 3,518,428.23	August 25, 2037
I-24-B	Variable⁽²⁾	$ 3,518,428.23	August 25, 2037
I-25-A	Variable⁽²⁾	$ 3,414,774.51	August 25, 2037
I-25-B	Variable⁽²⁾	$ 3,414,774.51	August 25, 2037
I-26-A	Variable⁽²⁾	$ 3,314,168.23	August 25, 2037
I-26-B	Variable⁽²⁾	$ 3,314,168.23	August 25, 2037
I-27-A	Variable⁽²⁾	$ 3,216,519.90	August 25, 2037
I-27-B	Variable⁽²⁾	$ 3,216,519.90	August 25, 2037
I-28-A	Variable⁽²⁾	$ 3,121,742.68	August 25, 2037
I-28-B	Variable⁽²⁾	$ 3,121,742.68	August 25, 2037
I-29-A	Variable⁽²⁾	$ 3,029,752.26	August 25, 2037
I-29-B	Variable⁽²⁾	$ 3,029,752.26	August 25, 2037
I-30-A	Variable⁽²⁾	$ 2,940,466.82	August 25, 2037
I-30-B	Variable⁽²⁾	$ 2,940,466.82	August 25, 2037
I-31-A	Variable⁽²⁾	$ 2,853,806.93	August 25, 2037
I-31-B	Variable⁽²⁾	$ 2,853,806.93	August 25, 2037
I-32-A	Variable⁽²⁾	$ 2,769,695.48	August 25, 2037
I-32-B	Variable⁽²⁾	$ 2,769,695.48	August 25, 2037
I-33-A	Variable⁽²⁾	$ 2,688,057.65	August 25, 2037
I-33-B	Variable⁽²⁾	$ 2,688,057.65	August 25, 2037
I-34-A	Variable⁽²⁾	$ 2,608,820.78	August 25, 2037
I-34-B	Variable⁽²⁾	$ 2,608,820.78	August 25, 2037
I-35-A	Variable⁽²⁾	$ 2,531,914.37	August 25, 2037
I-35-B	Variable⁽²⁾	$ 2,531,914.37	August 25, 2037
I-36-A	Variable⁽²⁾	$ 2,457,269.98	August 25, 2037
I-36-B	Variable⁽²⁾	$ 2,457,269.98	August 25, 2037
I-37-A	Variable⁽²⁾	$ 2,384,821.18	August 25, 2037
I-37-B	Variable⁽²⁾	$ 2,384,821.18	August 25, 2037
I-38-A	Variable⁽²⁾	$ 2,314,503.47	August 25, 2037
I-38-B	Variable⁽²⁾	$ 2,314,503.47	August 25, 2037
I-39-A	Variable⁽²⁾	$ 2,246,254.28	August 25, 2037
I-39-B	Variable⁽²⁾	$ 2,246,254.28	August 25, 2037
I-40-A	Variable⁽²⁾	$ 2,180,012.83	August 25, 2037
I-40-B	Variable⁽²⁾	$ 2,180,012.83	August 25, 2037
I-41-A	Variable⁽²⁾	$ 2,115,720.17	August 25, 2037
I-41-B	Variable⁽²⁾	$ 2,115,720.17	August 25, 2037
I-42-A	Variable⁽²⁾	$ 2,053,319.05	August 25, 2037
I-42-B	Variable⁽²⁾	$ 2,053,319.05	August 25, 2037
I-43-A	Variable⁽²⁾	$ 1,992,753.90	August 25, 2037
I-43-B	Variable⁽²⁾	$ 1,992,753.90	August 25, 2037
I-44-A	Variable⁽²⁾	$ 1,933,970.79	August 25, 2037
I-44-B	Variable⁽²⁾	$ 1,933,970.79	August 25, 2037
I-45-A	Variable⁽²⁾	$ 63,369,206.89	August 25, 2037
I-45-B	Variable⁽²⁾	$ 63,369,206.89	August 25, 2037

Designation	Uncertificated REMIC III Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date ⁽¹⁾
I-1-A	Variable⁽²⁾	$ 5,383,009.76	August 25, 2037
I-1-B	Variable⁽²⁾	$ 5,383,009.76	August 25, 2037
I-2-A	Variable⁽²⁾	$ 5,224,476.50	August 25, 2037
I-2-B	Variable⁽²⁾	$ 5,224,476.50	August 25, 2037
I-3-A	Variable⁽²⁾	$ 5,070,603.51	August 25, 2037
I-3-B	Variable⁽²⁾	$ 5,070,603.51	August 25, 2037
I-4-A	Variable⁽²⁾	$ 4,921,253.96	August 25, 2037
I-4-B	Variable⁽²⁾	$ 4,921,253.96	August 25, 2037
I-5-A	Variable⁽²⁾	$ 4,776,295.04	August 25, 2037
I-5-B	Variable⁽²⁾	$ 4,776,295.04	August 25, 2037
I-6-A	Variable⁽²⁾	$ 4,635,597.84	August 25, 2037
I-6-B	Variable⁽²⁾	$ 4,635,597.84	August 25, 2037
I-7-A	Variable⁽²⁾	$ 4,499,037.22	August 25, 2037
I-7-B	Variable⁽²⁾	$ 4,499,037.22	August 25, 2037
I-8-A	Variable⁽²⁾	$ 4,366,491.72	August 25, 2037
I-8-B	Variable⁽²⁾	$ 4,366,491.72	August 25, 2037
I-9-A	Variable⁽²⁾	$ 4,237,843.44	August 25, 2037
I-9-B	Variable⁽²⁾	$ 4,237,843.44	August 25, 2037
I-10-A	Variable⁽²⁾	$ 4,112,977.95	August 25, 2037
I-10-B	Variable⁽²⁾	$ 4,112,977.95	August 25, 2037
I-11-A	Variable⁽²⁾	$ 3,991,784.17	August 25, 2037
I-11-B	Variable⁽²⁾	$ 3,991,784.17	August 25, 2037
I-12-A	Variable⁽²⁾	$ 3,874,154.26	August 25, 2037
I-12-B	Variable⁽²⁾	$ 3,874,154.26	August 25, 2037
I-13-A	Variable⁽²⁾	$ 3,759,983.57	August 25, 2037
I-13-B	Variable⁽²⁾	$ 3,759,983.57	August 25, 2037
I-14-A	Variable⁽²⁾	$ 3,649,170.52	August 25, 2037
I-14-B	Variable⁽²⁾	$ 3,649,170.52	August 25, 2037
I-15-A	Variable⁽²⁾	$ 3,541,616.49	August 25, 2037
I-15-B	Variable⁽²⁾	$ 3,541,616.49	August 25, 2037
I-16-A	Variable⁽²⁾	$ 3,437,225.77	August 25, 2037
I-16-B	Variable⁽²⁾	$ 3,437,225.77	August 25, 2037
I-17-A	Variable⁽²⁾	$ 3,335,905.45	August 25, 2037
I-17-B	Variable⁽²⁾	$ 3,335,905.45	August 25, 2037
I-18-A	Variable⁽²⁾	$ 3,237,565.36	August 25, 2037
I-18-B	Variable⁽²⁾	$ 3,237,565.36	August 25, 2037
I-19-A	Variable⁽²⁾	$ 3,142,117.96	August 25, 2037
I-19-B	Variable⁽²⁾	$ 3,142,117.96	August 25, 2037
I-20-A	Variable⁽²⁾	$ 3,049,478.28	August 25, 2037
I-20-B	Variable⁽²⁾	$ 3,049,478.28	August 25, 2037
I-21-A	Variable⁽²⁾	$ 2,959,563.86	August 25, 2037
I-21-B	Variable⁽²⁾	$ 2,959,563.86	August 25, 2037
I-22-A	Variable⁽²⁾	$ 2,872,294.63	August 25, 2037
I-22-B	Variable⁽²⁾	$ 2,872,294.63	August 25, 2037
I-23-A	Variable⁽²⁾	$ 2,787,592.90	August 25, 2037
I-23-B	Variable⁽²⁾	$ 2,787,592.90	August 25, 2037
I-24-A	Variable⁽²⁾	$ 2,705,383.25	August 25, 2037
I-24-B	Variable⁽²⁾	$ 2,705,383.25	August 25, 2037
I-25-A	Variable⁽²⁾	$ 2,625,592.46	August 25, 2037
I-25-B	Variable⁽²⁾	$ 2,625,592.46	August 25, 2037
I-26-A	Variable⁽²⁾	$ 2,548,149.48	August 25, 2037
I-26-B	Variable⁽²⁾	$ 2,548,149.48	August 25, 2037
I-27-A	Variable⁽²⁾	$ 2,472,985.32	August 25, 2037
I-27-B	Variable⁽²⁾	$ 2,472,985.32	August 25, 2037
I-28-A	Variable⁽²⁾	$ 2,400,033.04	August 25, 2037
I-28-B	Variable⁽²⁾	$ 2,400,033.04	August 25, 2037
I-29-A	Variable⁽²⁾	$ 2,329,227.66	August 25, 2037
I-29-B	Variable⁽²⁾	$ 2,329,227.66	August 25, 2037
I-30-A	Variable⁽²⁾	$ 2,260,506.08	August 25, 2037
I-30-B	Variable⁽²⁾	$ 2,260,506.08	August 25, 2037
I-31-A	Variable⁽²⁾	$ 2,193,807.09	August 25, 2037
I-31-B	Variable⁽²⁾	$ 2,193,807.09	August 25, 2037
I-32-A	Variable⁽²⁾	$ 2,129,071.26	August 25, 2037
I-32-B	Variable⁽²⁾	$ 2,129,071.26	August 25, 2037
I-33-A	Variable⁽²⁾	$ 2,066,240.89	August 25, 2037
I-33-B	Variable⁽²⁾	$ 2,066,240.89	August 25, 2037
I-34-A	Variable⁽²⁾	$ 2,005,260.00	August 25, 2037
I-34-B	Variable⁽²⁾	$ 2,005,260.00	August 25, 2037
I-35-A	Variable⁽²⁾	$ 1,946,074.24	August 25, 2037
I-35-B	Variable⁽²⁾	$ 1,946,074.24	August 25, 2037
I-36-A	Variable⁽²⁾	$ 1,888,630.84	August 25, 2037
I-36-B	Variable⁽²⁾	$ 1,888,630.84	August 25, 2037
I-37-A	Variable⁽²⁾	$ 1,832,878.62	August 25, 2037
I-37-B	Variable⁽²⁾	$ 1,832,878.62	August 25, 2037
I-38-A	Variable⁽²⁾	$ 1,778,767.86	August 25, 2037
I-38-B	Variable⁽²⁾	$ 1,778,767.86	August 25, 2037
I-39-A	Variable⁽²⁾	$ 1,726,250.32	August 25, 2037
I-39-B	Variable⁽²⁾	$ 1,726,250.32	August 25, 2037
I-40-A	Variable⁽²⁾	$ 1,675,279.17	August 25, 2037
I-40-B	Variable⁽²⁾	$ 1,675,279.17	August 25, 2037
I-41-A	Variable⁽²⁾	$ 1,625,808.96	August 25, 2037
I-41-B	Variable⁽²⁾	$ 1,625,808.96	August 25, 2037
I-42-A	Variable⁽²⁾	$ 1,577,795.58	August 25, 2037
I-42-B	Variable⁽²⁾	$ 1,577,795.58	August 25, 2037
I-43-A	Variable⁽²⁾	$ 1,531,196.20	August 25, 2037
I-43-B	Variable⁽²⁾	$ 1,531,196.20	August 25, 2037
I-44-A	Variable⁽²⁾	$ 1,485,969.25	August 25, 2037
I-44-B	Variable⁽²⁾	$ 1,485,969.25	August 25, 2037
I-45-A	Variable⁽²⁾	$ 48,601,179.13	August 25, 2037
I-45-B	Variable⁽²⁾	$ 48,601,179.13	August 25, 2037

Designation	Uncertificated REMIC IV Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date ⁽¹⁾
II-AA	Variable⁽²⁾	$ 464,872,501.66	August 25, 2037
II-A	Variable⁽²⁾	$ 3,825,710.00	August 25, 2037
II-M-1	Variable⁽²⁾	$ 99,610.00	August 25, 2037
II-M-2	Variable⁽²⁾	$ 92,500.00	August 25, 2037
II-M-3	Variable⁽²⁾	$ 85,380.00	August 25, 2037
II-M-4	Variable⁽²⁾	$ 80,640.00	August 25, 2037
II-M-5	Variable⁽²⁾	$ 83,010.00	August 25, 2037
II-M-6	Variable⁽²⁾	$ 68,780.00	August 25, 2037
II-B-1	Variable⁽²⁾	$ 64,040.00	August 25, 2037
II-ZZ	Variable⁽²⁾	$ 5,087,523.91	August 25, 2037
II-IO	⁽²⁾	⁽³⁾	August 25, 2037
III-AA	Variable⁽²⁾	$ 357,253,368.65	August 25, 2037
III-A	Variable⁽²⁾	$ 2,912,710.00	August 25, 2037
III-M-1	Variable⁽²⁾	$ 74,740.00	August 25, 2037
III-M-2	Variable⁽²⁾	$ 71,080.00	August 25, 2037
III-M-3	Variable⁽²⁾	$ 69,260.00	August 25, 2037
III-M-4	Variable⁽²⁾	$ 65,620.00	August 25, 2037
III-M-5	Variable⁽²⁾	$ 65,620.00	August 25, 2037
III-M-6	Variable⁽²⁾	$ 54,680.00	August 25, 2037
III-B-1	Variable⁽²⁾	$ 52,850.00	August 25, 2037
III-ZZ	Variable⁽²⁾	$ 3,924,325.07	August 25, 2037
III-IO	⁽²⁾	⁽³⁾	August 25, 2037

Bear Stearns Second Lien Trust 2007-1 – ‘8-K’ for 4/30/07 – EX-4.1

On: Wednesday, 6/13/07, at 5:13pm ET · For: 4/30/07 · Accession #: 882377-7-1658 · File #: 333-131374-55

Previous ‘8-K’: ‘8-K’ on / for 4/30/07 · Next & Latest: ‘8-K’ on 10/5/07 for 10/1/07

Current Report — Form 8-K
Filing Table of Contents

EX-4.1 — Indenture

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

Dates Referenced Herein and Documents Incorporated by Reference

Designation	Interest Rate	Initial Principal Balance	Latest Possible Maturity Date⁽¹⁾
I-A	Variable⁽³⁾	$295,932,000.00	January 25, 2037
I-M-1	Variable⁽³⁾	$7,565,000.00	January 25, 2037
I-M-2	Variable⁽³⁾	$6,862,000.00	January 25, 2037
I-M-3	Variable⁽³⁾	$7,038,000.00	January 25, 2037
I-M-4	Variable⁽³⁾	$6,334,000.00	January 25, 2037
I-B-1	Variable⁽³⁾	$6,686,000.00	January 25, 2037
I-B-2	Variable⁽³⁾	$5,806,000.00	January 25, 2037
I-B-3	Variable⁽³⁾	$5,630,000.00	January 25, 2037
I-B-4	Variable⁽³⁾	$6,334,000.00	January 25, 2037
I-E	Variable⁽⁴⁾	$3,694,947.61	January 25, 2037
II-A⁽²⁾	Variable⁽³⁾	$382,571,000.00	August 25, 2037
II-M-1⁽²⁾	Variable⁽³⁾	$9,961,000.00	August 25, 2037
II-M-2⁽²⁾	Variable⁽³⁾	$9,250,000.00	August 25, 2037
II-M-3⁽²⁾	Variable⁽³⁾	$8,538,000.00	August 25, 2037
II-M-4⁽²⁾	Variable⁽³⁾	$8,064,000.00	August 25, 2037
II-M-5⁽²⁾	Variable⁽³⁾	$8,301,000.00	August 25, 2037
II-M-6⁽²⁾	Variable⁽³⁾	$6,878,000.00	August 25, 2037
II-B-1⁽²⁾	Variable⁽³⁾	$6,404,000.00	August 25, 2037
II-C	Variable⁽⁴⁾	$34,392,695.57	August 25, 2037
Class II-IO Interest	⁽⁵⁾	⁽⁶⁾	August 25, 2037
III-A⁽²⁾	Variable⁽³⁾	$291,271,000.00	August 25, 2037
III-M-1⁽²⁾	Variable⁽³⁾	$7,474,000.00	August 25, 2037
III-M-2⁽²⁾	Variable⁽³⁾	$7,108,000.00	August 25, 2037
III-M-3⁽²⁾	Variable⁽³⁾	$6,926,000.00	August 25, 2037
III-M-4⁽²⁾	Variable⁽³⁾	$6,562,000.00	August 25, 2037
III-M-5⁽²⁾	Variable⁽³⁾	$6,562,000.00	August 25, 2037
III-M-6⁽²⁾	Variable⁽³⁾	$5,468,000.00	August 25, 2037
III-B-1⁽²⁾	Variable⁽³⁾	$5,285,000.00	August 25, 2037
III-C	Variable⁽⁴⁾	$27,888,253.72	August 25, 2037
Class III-IO Interest	⁽⁵⁾	⁽⁶⁾	August 25, 2037


	BEAR STEARNS SECOND LIEN TRUST 2007-1,
	as Issuing Entity

	By: *Wilmington Trust* Company, not in its individual capacity but solely as Owner Trustee

	By:	/s/ Michele C. Harra
	Name:	Michele C. Harra
	Title:	Financial Services Officer


	LASALLE BANK NATIONAL ASSOCIATION, as Securities Administrator

	By:	/s/ Susan L. Feld
	Name:	Susan L. Feld
	Title:	Vice President


	CITIBANK, N.A., as Indenture Trustee

	By:	/s/ Cirino Emanuele
	Name:	Cirino Emanuele
	Title:	Vice President

Certificate No. 1	Note Interest Rate: Adjustable Rate

Class [I][II][III]-A Senior

Cut-off Date: April 1, 2007	Aggregate Initial Note Principal Balance of this Note as of the Cut-off Date: $[ ]
Date of Indenture: As of April 30, 2007

First Payment Date: May 25, 2007	Initial Note Principal Balance of this Note as of the Cut-off Date: $[ ]

Master Servicer and Securities Administrator: LaSalle Bank National Association	CUSIP: [ ]

Final Scheduled Payment Date: May 25, 2037


	BEAR STEARNS SECOND LIEN TRUST 2007-1
	as Issuing Entity

	By Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee

	By:
		Authorized Signatory


	LASALLE BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Securities Administrator

	By:
		Authorized Signatory

Dated:
	Signature by or on behalf of assignor


		Signature Guaranteed

Certificate No.1	Note Interest Rate: Adjustable Rate

Class [I][II][III]-M-[1][2][3][4][5][6]

Cut-off Date: April 1, 2007	Aggregate Initial Note Principal Balance of this Note as of the Cut-off Date: $[ ]
Date of Indenture: As of April 30, 2007
	Initial Note Principal Balance of this Note as of the Cut-off Date: $[ ]
First Payment Date: May 25, 2007
	CUSIP: [ ]
Master Servicer and Securities Administrator: LaSalle Bank National Association

Final Scheduled Payment Date: May 25, 2037

Certificate No.1	Note Interest Rate: Adjustable Rate

Class [I][II]-B-1 Subordinate

Cut-off Date: April 1, 2007	Aggregate Initial Note Principal Balance of this Note as of the Cut-off Date: $[ ]
Date of Indenture: As of April 30, 2007
	Initial Note Principal Balance of this Note as of the Cut-off Date: $[ ]
First Payment Date: May 25, 2007
	CUSIP: [ ]
Master Servicer and Securities Administrator: LaSalle Bank National Association

Final Scheduled Payment Date: May 25, 2037

Insured Obligations: Bear Stearns second Lien Trust 2007-1,	Policy Number:	AB1075BE
Mortgage-Backed Notes, Series 2007-1 Class I-A Notes Mortgage-Backed Notes, Series 2007-1 Class II-A Notes, and
Mortgage-Backed Notes, Series 2007-1 Class III-A Notes	Premium:	As specified in the endorsement attached hereto and made a part hereof.

Attached to and forming part of Certificate Guaranty Insurance Policy No. AB1075BE issued to:	Effective Date of Endorsement: April 30, 2007

Citibank, N.A., as Trustee for the benefit of the Holders of Bear Stearns Second Lien Trust 2007-1 Mortgage-Backed Notes, Series 2007-1, Class I-A Notes, Class II-A Notes and Class III-A Notes

	By:
		Trustee


	Title:
		(Officer)

	or

	[By:
		Securities Administrator on behalf of the Trustee


	Title:
		(Officer)]

Bear Stearns Second Lien Trust 2007-1 – ‘8-K’ for 4/30/07 – EX-4.1

On: Wednesday, 6/13/07, at 5:13pm ET · For: 4/30/07 · Accession #: 882377-7-1658 · File #: 333-131374-55

Previous ‘8-K’: ‘8-K’ on / for 4/30/07 · Next & Latest: ‘8-K’ on 10/5/07 for 10/1/07

Current Report — Form 8-KFiling Table of Contents

EX-4.1 — Indenture

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Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
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