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Bear Stearns ALT-A Trust 2007-1 – ‘8-K’ for 1/31/07 – EX-10.1

On:  Thursday, 2/15/07, at 2:55pm ET   ·   For:  1/31/07   ·   Accession #:  1068238-7-212   ·   File #:  333-132232-28

Previous ‘8-K’:  ‘8-K’ on / for 1/31/07   ·   Latest ‘8-K’:  This Filing

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

 2/15/07  Bear Stearns ALT-A Trust 2007-1   8-K:8,9     1/31/07    2:3.9M                                   Orrick Herringto… LLP/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     18K 
 2: EX-10.1     Pooling & Servicing Agreement                       HTML   6.73M 


EX-10.1   —   Pooling & Servicing Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"And
"Pooling and Servicing Agreement
"Additional Disclosure
"Additional Form 10-D Disclosure
"Additional Form 10-K Disclosure
"Affiliate
"Agreement
"Assessment of Compliance
"Attestation Report
"Attesting Party
"Back-Up Certification
"Certification Parties
"Certifying Person
"Class B-IO Advances
"Commission
"Compensating Interest Payment
"Counterparty
"Countrywide
"Custodian
"Delinquent
"Depositor
"Depositor Information
"Depository
"Depository Agreement
"Disqualified Organization
"Distribution Account
"Distribution Date
"Edgar
"Emc
"Erisa
"Event of Default
"Exchange Act
"Form 8-K Disclosure Information
"Gross Margin
"Index
"Institutional Accredited Investor
"Loss Allocation Limitation
"Master Servicer
"Master Servicer Information
"Master Funding
"Material Defect
"Moody's
"Mortgage Interest Rate
"Mortgage Loan
"Mortgage Loan Schedule
"Paying Agent
"Permitted Investments
"Plan
"Prospectus
"Qib
"Remic I
"REMIC I Distribution Amount
"Remic Ii
"Remic Iii
"Remic Iv
"Remic V
"Request for Release
"Reserve Fund
"S&P
"Sarbanes-Oxley Certification
"Securities Act
"Securities Administrator
"Securities Administrator Information
"Seller
"Servicing Agreement
"Servicing Criteria
"Servicing Fee Rate
"Servicing Officer
"Sponsor
"Start Up Day
"Substitute Mortgage Loan
"Termination Purchase Price
"Trustee
"Citibank, N.A., as Trustee
"Trust Fund
"Mortgage Loans
"Purchaser
"Company
"Seller's Warranties and Servicing Agreement
"Residential Adjustable Rate Mortgage Loans
"Table of Contents
"Definitions
"Termination
"Bif
"Code
"Confirmation
"Convertible Mortgage Loan
"Deleted Mortgage Loan
"5/1 ARM Mortgage Loan
"Initial Rate Cap
"LIBOR Mortgage Loan
"Lifetime Mortgage Interest Rate Cap
"Non-Convertible Mortgage Loan
"Pass-Through Transfer
"Rating Agency
"Reconstitution Agreements
"Reconstitution Date
"Saif
"7/1 ARM Mortgage Loan
"Subservicer
"10/1 ARM Mortgage Loan
"3/1 ARM Mortgage Loan
"Treasury Rate Mortgage Loan
"Doing Business
"Amendment
"Section 3.05 Repurchase Upon Conversion
"Amendment Reg AB
"Company Information
"Reconstitution
"Servicer
"Whole Loan Transfer
"Hud
"Owner
"Sami Ii
"Sarbanes Certification
"Section 4.11 Maintenance of Mortgage Impairment Insurance Policy
"Section 1.01 Defined Terms
"Purchase Price
"Term Sheet
"Section 2.01 Agreement to Purchase
"Section 2.02 Purchase Price
"Section 2.03 Servicing of Mortgage Loans
"Section 2.04 Record Title and Possession of Mortgage Files; Maintenance of Servicing Files
"Section 2.05 Books and Records
"Section 2.07 Delivery of Mortgage Loan Documents
"Section 2.08 Quality Control Procedures
"Section 2.09 Near-term Principal Prepayments; Near Term Payment Defaults
"Section 2.10 Modification of Obligations
"Section 3.01 Representations and Warranties of the Company
"Section 3.02 Representations and Warranties as to Individual Mortgage Loans
"Section 3.03 Repurchase; Substitution
"Section 3.04 Representations and Warranties of the Purchaser
"ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 4.01 Company to Act as Servicer
"Section 4.01 Company to Act as Servicer
"Section 4.02 Collection of Mortgage Loan Payments
"Section 4.03 Realization Upon Defaulted Mortgage
"Section 4.04 Establishment of Custodial Accounts; Deposits in Custodial Accounts
"Section 4.05 Permitted Withdrawals from the Custodial Account
"Section 4.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts
"Section 4.07 Permitted Withdrawals From Escrow Account
"Section 4.08 Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance Policies; Collections Thereunder
"Section 4.09 Transfer of Accounts
"Section 4.10 Maintenance of Hazard Insurance
"Section 4.12 Fidelity Bond, Errors and Omissions Insurance
"Section 4.13 Title, Management and Disposition of REO Property
"Section 4.14 Notification of Maturity Date
"Section 5.01 Distributions
"Section 5.02 Statements to the Purchaser
"Section 5.03 Monthly Advances by the Company
"Section 5.04 Liquidation Reports
"Section 6.01 Assumption Agreements
"Section 6.02 Satisfaction of Mortgages and Release of Mortgage Files
"Section 6.03 Servicing Compensation
"Section 6.04 Annual Statement as to Compliance
"Section 6.05 Annual Independent Certified Public Accountants' Servicing Report
"Section 6.06 Purchaser's Right to Examine Company Records
"Section 6.07 Annual Certification
"Section 7.01 Company Shall Provide Information as Reasonably Required
"Section 8.01 Indemnification; Third Party Claims
"Section 8.02 Merger or Consolidation of the Company
"Section 8.03 Limitation on Liability of the Company and Others
"Section 8.04 Company Not to Assign or Resign
"Section 8.05 No Transfer of Servicing
"Section 9.01 Events of Default
"Section 9.02 Waiver of Defaults
"Section 10.01 Termination
"Section 11.01 Successor to the Company
"Section 11.02 Amendment
"Section 11.03 Recordation of Agreement
"Section 11.04 Governing Law
"Section 11.05 Notices
"Section 11.06 Severability of Provisions
"Section 11.07 Exhibits
"Section 11.08 General Interpretive Principles
"Section 11.09 Reproduction of Documents
"Section 11.10 Confidentiality of Information
"Section 11.11 Recordation of Assignments of Mortgage
"Section 11.12 Assignment
"Section 11.13 No Partnership
"Section 11.14 Execution: Successors and Assigns
"Section 11.15 Entire Agreement
"Assigned Loan Schedule
"Section 6.05 [Reserved]
"The Servicer
"Section 10.02 Termination without cause
"Section 11.14 Signature Pages/Counterparts; Successors and Assigns
"Electronic Transmission
"Assignee
"Agreements
"Bear Stearns
"Exhibit 1 Contents of Mortgage File
"Exhibit 3 Mortgage Loan Seller's Information
"Exhibit 4 Purchaser's Information
"Exhibit 5 Schedule of Lost Notes
"Schedule A Required Ratings for Each Class of Certificates
"Schedule A
"SCHEDULE B Mortgage Loan Schedule
"Schedule
"Pledgor
"Secured Party

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




                                                                                                                       EXHIBIT 10.1

                              STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
                                                DEPOSITOR

                                             CITIBANK, N.A.,
                                                 TRUSTEE

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

                                                   and

                                         EMC MORTGAGE CORPORATION
                                           SPONSOR AND COMPANY

                                 ________________________________________

                                     POOLING AND SERVICING AGREEMENT

                                       Dated as of January 1, 2007
                                 ________________________________________

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

                                              Series 2007-1



                                                ARTICLE I
                                               DEFINITIONS

                                                ARTICLE II
                     CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.         Conveyance of Mortgage Loans to Trustee...................................................60
Section 2.02.         Acceptance of Mortgage Loans by Trustee...................................................62
Section 2.03.         Assignment of Interest in the Mortgage Loan Purchase Agreement............................65
Section 2.04.         Substitution of Mortgage Loans............................................................66
Section 2.05.         Issuance of Certificates..................................................................68
Section 2.06.         Representations and Warranties Concerning the Depositor...................................68
Section 2.07.         [Reserved]................................................................................69
Section 2.08.         Purposes and Powers of the Trust..........................................................70

                                               ARTICLE III
                              ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01.         Master Servicer...........................................................................71
Section 3.02.         REMIC-Related Covenants...................................................................72
Section 3.03.         Monitoring of Servicers...................................................................72
Section 3.04.         Fidelity Bond.............................................................................74
Section 3.05.         Power to Act; Procedures..................................................................74
Section 3.06.         Due-on-Sale Clauses; Assumption Agreements................................................75
Section 3.07.         Release of Mortgage Files.................................................................75
Section 3.08.         Documents, Records and Funds in Possession of Master Servicer To Be Held
                      for Trustee...............................................................................76
Section 3.09.         Standard Hazard Insurance and Flood Insurance Policies....................................76
Section 3.10.         Presentment of Claims and Collection of Proceeds..........................................77
Section 3.11.         Maintenance of the Primary Mortgage Insurance Policies....................................77
Section 3.12.         Trustee to Retain Possession of Certain Insurance Policies and Documents..................78
Section 3.13.         Realization Upon Defaulted Mortgage Loans.................................................78
Section 3.14.         Compensation for the Master Servicer......................................................78
Section 3.15.         REO Property..............................................................................78
Section 3.16.         Annual Statement as to Compliance.........................................................79
Section 3.17.         Assessments of Compliance and Attestation Reports.........................................80
Section 3.18.         Reports Filed with Securities and Exchange Commission.....................................82
Section 3.19.         The Company...............................................................................92
Section 3.20.         UCC.......................................................................................92
Section 3.21.         Optional Purchase of Defaulted Mortgage Loans.............................................92
Section 3.22.         Reserved..................................................................................92
Section 3.23.         Intention of the Parties and Interpretation...............................................92

                                                ARTICLE IV
                                                 ACCOUNTS

Section 4.01.         Protected Accounts........................................................................93
Section 4.02.         [Reserved]................................................................................95
Section 4.03.         [Reserved]................................................................................95
Section 4.04.         Distribution Account......................................................................95
Section 4.05.         Permitted Withdrawals and Transfers from the Distribution Account.........................97
Section 4.06.         Reserve Fund..............................................................................99
Section 4.07.         Class XP Reserve Account.................................................................100
Section 4.08.         Posted Collateral Account................................................................100

                                                ARTICLE V
                                               CERTIFICATES

Section 5.01.         Certificates.............................................................................101
Section 5.02.         Registration of Transfer and Exchange of Certificates....................................109
Section 5.03.         Mutilated, Destroyed, Lost or Stolen Certificates........................................113
Section 5.04.         Persons Deemed Owners....................................................................113
Section 5.05.         Transfer Restrictions on Residual Certificates...........................................113
Section 5.06.         Restrictions on Transferability of Certificates..........................................115
Section 5.07.         ERISA Restrictions.......................................................................115
Section 5.08.         Rule 144A Information....................................................................116

                                                ARTICLE VI
                                      PAYMENTS TO CERTIFICATEHOLDERS

Section 6.01.         Distributions on the Group I Certificates................................................118
Section 6.02.         Distributions on the Group II Certificates...............................................121
Section 6.03.         Allocation of Losses and Subsequent Recoveries on the Group I Certificates...............125
Section 6.04.         Allocation of Losses and Subsequent Recoveries on the Group II
                      Certificates.............................................................................126
Section 6.05.         Cross-Collateralization..................................................................128
Section 6.06.         Payments.................................................................................129
Section 6.07.         Statements to Certificateholders.........................................................129
Section 6.08.         Monthly Advances.........................................................................132
Section 6.09.         Compensating Interest Payments...........................................................132
Section 6.10.         Distributions on REMIC Regular Interests.................................................133

                                               ARTICLE VII
                                           THE MASTER SERVICER

Section 7.01.         Liabilities of the Master Servicer.......................................................134
Section 7.02.         Merger or Consolidation of the Master Servicer...........................................134
Section 7.03.         Indemnification of the Trustee, the Master Servicer and the Securities
                      Administrator............................................................................134
Section 7.04.         Limitations on Liability of the Master Servicer and Others...............................134
Section 7.05.         Master Servicer Not to Resign............................................................136
Section 7.06.         Successor Master Servicer................................................................136
Section 7.07.         Sale and Assignment of Master Servicing..................................................136

                                               ARTICLE VIII
                                                 DEFAULT

Section 8.01.         Events of Default........................................................................138
Section 8.02.         Successor to Act; Appointment of Successor...............................................140
Section 8.03.         Notification to Certificateholders.......................................................141
Section 8.04.         Waiver of Defaults.......................................................................141
Section 8.05.         List of Certificateholders...............................................................142

Section 8.06.         Duties of Trustee and Securities Administrator...........................................142

Section 8.07.         Certain Matters Affecting the Trustee and the Securities Administrator...................144

                                                ARTICLE IX
                         CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 9.01.         Trustee and Securities Administrator Not Liable for Certificates or
                      Mortgage Loans...........................................................................146
Section 9.02.         Trustee and Securities Administrator May Own Certificates................................146
Section 9.03.         Trustee’s and Securities Administrator’s Fees and Expenses...............................147
Section 9.04.         Eligibility Requirements for Trustee and Securities Administrator........................147
Section 9.05.         Insurance................................................................................147
Section 9.06.         Resignation and Removal of the Trustee and Securities Administrator......................148
Section 9.07.         Successor Trustee and Successor Securities Administrator.................................149
Section 9.08.         Merger or Consolidation of Trustee or Securities Administrator...........................149
Section 9.09.         Appointment of Co-Trustee or Separate Trustee............................................149
Section 9.10.         Federal Information Returns and Reports to Certificateholders; REMIC
                      Administration...........................................................................151

                                                ARTICLE X
                                               TERMINATION

Section 10.01.        Termination Upon Repurchase by EMC or its Designee or Liquidation of the
                      Mortgage Loans...........................................................................153
Section 10.02.        Additional Termination Requirements......................................................156

                                                ARTICLE XI
                                         MISCELLANEOUS PROVISIONS

Section 11.01.        Intent of Parties........................................................................157
Section 11.02.        Amendment................................................................................157
Section 11.03.        Recordation of Agreement.................................................................158
Section 11.04.        Limitation on Rights of Certificateholders...............................................158
Section 11.05.        Acts of Certificateholders...............................................................159
Section 11.06.        Governing Law............................................................................160
Section 11.07.        Notices..................................................................................160
Section 11.08.        Severability of Provisions...............................................................161
Section 11.09.        Successors and Assigns...................................................................161
Section 11.10.        Article and Section Headings.............................................................161
Section 11.11.        Counterparts.............................................................................161
Section 11.12.        Notice to Rating Agencies................................................................161

                                                 EXHIBITS

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



                                     POOLING AND SERVICING AGREEMENT

         Pooling and Servicing  Agreement  dated as of January 1, 2007,  among  Structured  Asset Mortgage
Investments II Inc., a Delaware  corporation,  as depositor (the Depositor),  Citibank,  N.A., a banking
association  organized under the laws of the United States,  not in its individual  capacity but solely as
trustee (the Trustee),  Wells Fargo Bank,  National  Association,  as master servicer (in such capacity,
the  Master   Servicer)   and  as  securities   administrator   (in  such  capacity,   the   Securities
Administrator),  and EMC  Mortgage  Corporation,  as sponsor (in such  capacity,  the  Sponsor)  and as
company (in such capacity, the Company).

                                          PRELIMINARY STATEMENT

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

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

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

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

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

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

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

         The Group I Loans will have an  Outstanding  Principal  Balance  as of the  Cut-off  Date,  after
deducting all Scheduled  Principal  due on or before the Cut-off  Date, of  $405,812,920.97.  The Sub-Loan
Group II-1  Mortgage  Loans will have an  Outstanding  Principal  Balance as of the  Cut-off  Date,  after
deducting all Scheduled  Principal  due on or before the Cut-off  Date, of  $380,493,255.79.  The Sub-Loan
Group II-2  Mortgage  Loans will have an  Outstanding  Principal  Balance as of the  Cut-off  Date,  after
deducting all Scheduled Principal due on or before the Cut-off Date, of $81,732,139.93.

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

                                                ARTICLE I
                                               Definitions

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

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

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

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

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

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

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

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

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

         Allocable  Share:  With  respect to any Class of Group II  Subordinate  Certificates  (other than
the Class  II-BX-1  Certificates)  on any  Distribution  Date,  an amount  equal to the product of (i) the
Group II  Subordinate  Optimal  Principal  Amount and (ii) the  fraction,  the  numerator  of which is the
Certificate  Principal  Balance of such Class and the  denominator  of which is the aggregate  Certificate
Principal  Balance of all Classes of the Group II Subordinate  Certificates  (other than the Class II-BX-1
Certificates);  provided,  however,  that no Class of Group II  Subordinate  Certificates  (other than the
outstanding  Class of Group II Subordinate  Certificates with the lowest numerical  designation)  shall be
entitled on any  Distribution  Date to receive  distributions  pursuant to clauses (ii),  (iii) and (v) of
the definition of Group II  Subordinate  Optimal  Principal  Amount,  unless the related Class  Prepayment
Distribution Trigger for such Distribution Date has been satisfied (any amount  distributable  pursuant to
clauses (ii),  (iii) and (v) of the definition of Group II Subordinate Optimal Principal Amount,  shall be
distributed  among the related Classes entitled  thereto,  pro rata based on their respective  Certificate
Principal  Balances);  provided,  further,  that if on a  Distribution  Date,  the  Certificate  Principal
Balance  of any  Class of  Group II  Subordinate  Certificates  for  which  the  related  Class Prepayment
Distribution  Trigger has been satisfied is reduced to zero, such Class’s remaining  Allocable Share shall
be  distributed  to the  remaining  Classes of Group II  Subordinate  Certificates  (other  than the Class
II-BX-1  Certificates),  sequentially  beginning with the Class with the lowest  numerical  designation in
reduction of their respective Certificate Principal Balances.

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

         Applicable  State Law: For purposes of  Section 9.10(e),  the  Applicable  State Law shall be (a)
the law of the  State of New York and (b) such  other  state  law  whose  applicability  shall  have  been
brought to the  attention of the  Securities  Administrator  and the Trustee by either  (i) an  Opinion of
Counsel  reasonably  acceptable to the  Securities  Administrator  and the Trustee  delivered to it by the
Master Servicer or the Depositor,  or (ii) written  notice from the appropriate taxing authority as to the
applicability of such state law.

         Applied  Realized  Loss  Amount:  With  respect to any  Distribution  Date and a Class of Group I
Offered  Certificates  and Class I-B-4  Certificates,  the sum of the Realized  Losses with respect to the
Group I Mortgage  Loans,  which are to be applied in reduction  of the  Certificate  Principal  Balance of
such Class of Group I Offered  Certificates  pursuant to this  Agreement in an amount equal to the amount,
if any, by which,  (i) the  aggregate  Certificate  Principal  Balance of all of the Group I  Certificates
(after all  distributions  of principal on such  Distribution  Date)  exceeds  (ii) the  aggregate  Stated
Principal  Balance of all of the Group I Mortgage Loans for such  Distribution  Date. The Applied Realized
Loss Amount shall be allocated first to the Class I-B-4 Certificates,  the Class I-B-3  Certificates,  the
Class I-B-2 Certificates,  the Class I-B-1 Certificates,  the Class I-M-2 Certificates and the Class I-M-1
Certificates,  in that order (so long as their  respective  Certificate  Principal  Balances have not been
reduced to zero),  and  thereafter  the Applied  Realized Loss Amount with respect to the Group I Mortgage
Loans,  shall  be  allocated  first  to  the  Class  I-A-2  Certificates  and  then  to  the  Class  I-A-1
Certificates, until the Certificate Principal Balance of each such Class has been reduced to zero.

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

         Assessment of Compliance:  As defined in Section 3.17.

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

         Assumed  Final  Distribution  Date:  With  respect  to each class of  Offered  Certificates,  the
Distribution  Date  occurring in January 2047,  or if such day is not a Business Day, the next  succeeding
Business Day.

         Attestation Report:  As defined in Section 3.17.

         Attesting Party:  As defined in Section 3.17.

         Available  Funds:  With respect to any  Distribution  Date and each Sub-Loan  Group in Loan Group
II, an amount equal to the aggregate of the following  amounts with respect to the pool of Mortgage  Loans
included in each Sub-Loan  Group in Loan Group II: (a) all  previously  undistributed  payments on account
of principal  (including  the  principal  portion of Scheduled  Payments,  Principal  Prepayments  and the
principal  portion of Net Liquidation  Proceeds) and all previously  undistributed  payments on account of
interest  received  after the Cut-off  Date and on or prior to the  related  Determination  Date,  (b) any
Monthly  Advances and Compensating  Interest  Payments by the Servicer or the Master Servicer with respect
to such  Distribution  Date,  (c) any  reimbursed  amount in  connection  with  losses on  investments  of
deposits in certain  eligible  investments in respect of the Group II Mortgage  Loans,  and (d) any amount
allocated from the Available  Funds of another  Sub-Loan Group in accordance  with Section  6.02(a)(i)(G),
except:

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

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

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

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

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

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

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

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

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

         Back-Up Certification:  As defined in Section 3.18(a)(iii).
         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 Servicer to the Master Servicer.

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

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

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

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

         Cap  Contract:  With respect to any of the Class I-A-1,  Class I-A-2,  Class I-M-1,  Class I-M-2,
Class I-B-1, Class I-B-2,  Class I-B-3 or Class I-B-4  Certificates,  the respective cap contracts,  dated
as of January 31, 2007,  between the  Trustee,  on behalf of the Trust for the benefit of the Class I-A-1,
Class  I-A-2,   Class  I-M-1,  Class  I-M-2,  Class  I-B-1,  Class  I-B-2,  Class  I-B-3  or  Class  I-B-4
Certificateholders,   as  the  case  may  be,  and  the   Counterparty,   together  with  any  scheduling,
confirmations or other agreements related thereto, attached hereto as Exhibit P.

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

         Certificate:  Any mortgage  pass-through  certificate  evidencing a beneficial ownership interest
in the Trust Fund signed and  countersigned by the Securities  Administrator  in  substantially  the forms
annexed hereto as Exhibits A-1, A-2, A-3, A-4,  A-5-1,  A-5-2,  A-6, A-7, A-8, A-9, A-10 and A-11 with the
blanks therein appropriately completed.

         Certificate  Group:  With respect to the Group II  Certificates  and (i) Sub-Loan Group II-1, the
Class  II-1A-1,  Class II-1A-2 and Class II-1X-1  Certificates  and (ii)  Sub-Loan  Group II-2,  the Class
II-2A-1, Class II-2A-2 and Class II-2X-1 Certificates.

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

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

         Certificate Register:  The register maintained pursuant to Section 5.02.

         Certificateholder:  A Holder of a Certificate.

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

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

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

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

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

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

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

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

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

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

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

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

         Class I-A  Principal  Distribution  Amount:  For any  Distribution  Date,  an amount equal to the
excess, if any, of (i) the Certificate  Principal Balance of the Class I-A Certificates  immediately prior
to such  Distribution  Date over (ii) the  excess of (a) the  aggregate  Stated  Principal  Balance of the
Group I  Mortgage  Loans for such  Distribution  Date over (b) the  product  of (1) the  aggregate  Stated
Principal  Balance of the Group I Mortgage Loans for such  Distribution Date and (2) the sum of (x) 16.00%
and (y) the Current Specified Overcollateralization Percentage for such Distribution Date.

         Class I-B  Certificates:  The Class I-B-1,  the Class I-B-2,  the Class I-B-3 and the Class I-B-4
Certificates.

         Class I-B-1 Principal  Distribution  Amount:  For any  Distribution  Date, an amount equal to the
excess,  if any, of (i) the  Certificate  Principal  Balance of the Class I-B-1  Certificates  immediately
prior to such  Distribution  Date over (ii) the excess of (a) the  aggregate Stated  Principal  Balance of
the Group I Mortgage Loans for such  Distribution Date over (b) the sum of (1) the  Certificate  Principal
Balance of the Class I-A  Certificates  (after  taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date),  (2) the Certificate  Principal Balance of the Class I-M-1
Certificates  (after taking into account the payment of the Class I-M-1 Principal  Distribution  Amount on
such Distribution  Date),  (3) the  Certificate  Principal Balance of the Class I-M-2 Certificates  (after
taking into  account the payment of the Class I-M-2  Principal  Distribution  Amount on such  Distribution
Date) and (4) the  product of (x) the  aggregate  Stated  Principal  Balance of the Group I Mortgage Loans
for such  Distribution  Date and  (y) the  sum of 3.00% and the  Current  Specified  Overcollateralization
Percentage for such Distribution Date.

         Class I-B-2 Principal  Distribution  Amount:  For any  Distribution  Date, an amount equal to the
excess,  if any, of (i) the  Certificate  Principal  Balance of the Class I-B-2  Certificates  immediately
prior to such  Distribution  Date over (ii) the excess of (a) the  aggregate Stated  Principal  Balance of
the Group I Mortgage Loans for such  Distribution Date over (b) the sum of (1) the  Certificate  Principal
Balance of the Class I-A  Certificates  (after  taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date),  (2) the Certificate  Principal Balance of the Class I-M-1
Certificates  (after taking into account the payment of the Class I-M-1 Principal  Distribution  Amount on
such Distribution  Date),  (3) the  Certificate  Principal Balance of the Class I-M-2 Certificates  (after
taking into  account the payment of the Class I-M-2  Principal  Distribution  Amount on such  Distribution
Date),  (4) the  Certificate  Principal Balance of the Class I-B-1 Certificates (after taking into account
the payment of the Class I-B-1  Principal  Distribution  Amount on such  Distribution  Date),  and (5) the
product  of  (x) the  aggregate  Stated  Principal  Balance  of  the  Group  I  Mortgage  Loans  for  such
Distribution  Date and  (y) the sum of 2.20% and the Current  Specified  Overcollateralization  Percentage
for such Distribution Date.

         Class I-B-3 Principal  Distribution  Amount:  For any  Distribution  Date, an amount equal to the
excess,  if any, of (i) the  Certificate  Principal  Balance of the Class I-B-3  Certificates  immediately
prior to such  Distribution  Date over (ii) the excess of (a) the  aggregate Stated  Principal  Balance of
the Group I Mortgage Loans for such  Distribution Date over (b) the sum of (1) the  Certificate  Principal
Balance of the Class I-A  Certificates  (after  taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date),  (2) the Certificate  Principal Balance of the Class I-M-1
Certificates  (after taking into account the payment of the Class I-M-1 Principal  Distribution  Amount on
such Distribution  Date),  (3) the  Certificate  Principal Balance of the Class I-M-2 Certificates  (after
taking into  account the payment of the Class I-M-2  Principal  Distribution  Amount on such  Distribution
Date),  (4) the  Certificate  Principal Balance of the Class I-B-1 Certificates (after taking into account
the  payment  of the Class  I-B-1  Principal  Distribution  Amount  on such  Distribution  Date),  (5) the
Certificate  Principal Balance of the Class I-B-2  Certificates  (after taking into account the payment of
the Class I-B-2 Principal  Distribution  Amount on such Distribution Date), and (6) the product of (x) the
aggregate Stated Principal  Balance of the Group I Mortgage Loans for such  Distribution  Date and (y) the
sum of 1.20% and the Current Specified Overcollateralization Percentage for such Distribution Date.

         Class I-B-4 Principal  Distribution  Amount:  For any  Distribution  Date, an amount equal to the
excess,  if any, of (i) the  Certificate  Principal  Balance of the Class I-B-4  Certificates  immediately
prior to such  Distribution  Date over (ii) the excess of (a) the  aggregate Stated  Principal  Balance of
the Group I Mortgage Loans for such  Distribution Date over (b) the sum of (1) the  Certificate  Principal
Balance of the Class I-A  Certificates  (after  taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date),  (2) the Certificate  Principal Balance of the Class I-M-1
Certificates  (after taking into account the payment of the Class I-M-1 Principal  Distribution  Amount on
such Distribution  Date),  (3) the  Certificate  Principal Balance of the Class I-M-2 Certificates  (after
taking into  account the payment of the Class I-M-2  Principal  Distribution  Amount on such  Distribution
Date),  (4) the  Certificate  Principal Balance of the Class I-B-1 Certificates (after taking into account
the  payment  of the Class  I-B-1  Principal  Distribution  Amount  on such  Distribution  Date),  (5) the
Certificate  Principal Balance of the Class I-B-2  Certificates  (after taking into account the payment of
the Class I-B-2 Principal  Distribution Amount on such Distribution  Date), (6) the Certificate  Principal
Balance of the Class  I-B-3  Certificates  (after  taking  into  account  the  payment of the Class  I-B-3
Principal  Distribution  Amount on such Distribution Date) and (7) the product of (x) the aggregate Stated
Principal  Balance of the Group I Mortgage Loans for such  Distribution Date and (y) the Current Specified
Overcollateralization Percentage for such Distribution Date.

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

         Class I-M-1 Principal  Distribution  Amount:  For any  Distribution  Date, an amount equal to the
excess,  if any, of (i) the  Certificate  Principal  Balance of the Class I-M-1  Certificates  immediately
prior to such  Distribution  Date over (ii) the excess of (a) the  aggregate Stated  Principal  Balance of
the Group I Mortgage Loans for such  Distribution Date over (b) the sum of (1) the  Certificate  Principal
Balance of the Class I-A  Certificates  (after  taking into account the payment of the Class I-A Principal
Distribution  Amount on such Distribution  Date) and (2) the product of (x) the aggregate Stated Principal
Balance  of the Group I  Mortgage  Loans for such  Distribution  Date and  (y) the  sum of  (I) 9.60%  and
(II) the Current Specified Overcollateralization Percentage for such Distribution Date.

         Class I-M-2 Principal  Distribution  Amount:  For any  Distribution  Date, an amount equal to the
excess,  if any, of (i) the  Certificate  Principal  Balance of the Class I-M-2  Certificates  immediately
prior to such  Distribution  Date over (ii) the excess of (a) the  aggregate Stated  Principal  Balance of
the Group I Mortgage Loans for such  Distribution Date over (b) the sum of (1) the  Certificate  Principal
Balance of the Class I-A  Certificates  (after  taking into account the payment of the Class I-A Principal
Distribution Amount on such Distribution Date),  (2) the Certificate  Principal Balance of the Class I-M-1
Certificates  (after taking into account the payment of the Class I-M-1 Principal  Distribution  Amount on
such  Distribution  Date) and (3) the product of (x) the aggregate Stated Principal Balance of the Group I
Mortgage  Loans for such  Distribution  Date and (y) the sum of (I) 5.30% and (II) the  Current  Specified
Overcollateralization Percentage for such Distribution Date.

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

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

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

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

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

         Class Prepayment  Distribution  Trigger: For a Class of Group II Subordinate  Certificates (other
than the  Class  II-BX-1  Certificates)  for any  Distribution  Date,  the  Class Prepayment  Distribution
Trigger  is  satisfied  if the  fraction  (expressed  as a  percentage),  the  numerator  of  which is the
aggregate   Certificate   Principal  Balance  of  such  Class  and  each  Class of  Group  II  Subordinate
Certificates  subordinate  thereto,  if any, and the denominator of which is the Stated Principal  Balance
of all of the Group II  Mortgage  Loans as of the  related  Due Date,  equals or exceeds  such  percentage
calculated as of the Closing Date.

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

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

         Class XP  Certificates:  Any of the  Class XP  Certificates  substantially  in the form  attached
hereto as Exhibit A-7.

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

         Closing Date:  January 31, 2007.

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

         Compensating Interest Payment:  As defined in Section 6.09.

         Corporate  Trust Office:  The designated  office of the Trustee or Securities  Administrator,  as
applicable,  where at any  particular  time its respective  corporate  trust business with respect to this
Agreement  shall be  administered.  The Corporate Trust Office of the Trustee at the date of the execution
of this Agreement is located at 388 Greenwich  Street,  14th Floor,  New York, New York 10013,  Attention:
Structured  Finance  Agency  &  Trust  BSALTA  2007-1.  The  Corporate  Trust  Office  of  the  Securities
Administrator  at the date of the  execution  of this  Agreement  is located at 9062 Old  Annapolis  Road,
Columbia,  Maryland  21045,  Attention:   Corporate  Trust  Group,  BSALTA  2007-1.  For  the  purpose  of
registration  and transfer and exchange only, the Corporate  Trust Office of the Securities  Administrator
shall  be  located  at Sixth  Street  and  Marquette  Avenue,  Minneapolis,  Minnesota  55479,  Attention:
Corporate Trust Group, BSALTA 2007-1.

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

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

         Countrywide Servicing Agreement:  The       Seller’s  Warranties and Servicing  Agreement,  dated
as of September  1, 2002,  as further  amended on January 1, 2003,  September 1, 2004 and January 1, 2006,
between Countrywide and EMC, attached hereto as Exhibit H-1 and by the related Assignment Agreement.

         Current  Interest:  As of any  Distribution  Date,  with respect to each Class of Group I Offered
Certificates  and the Class I-B-4  Certificates,  (i) the interest  accrued on the  Certificate  Principal
Balance or Notional  Amount,  as applicable,  during the related Interest Accrual Period at the applicable
Pass-Through  Rate plus any amount  previously  distributed  with respect to interest for such Certificate
that has been  recovered as a voidable  preference  by a trustee in  bankruptcy  minus (ii) the sum of (a)
any Prepayment  Interest  Shortfall for such Distribution  Date, to the extent not covered by Compensating
Interest  Payments and (b) any  shortfalls  resulting  from the  application  of the Relief Act during the
related Due Period;  provided,  however,  that for purposes of calculating  Current  Interest for any such
Class,  amounts  specified in clauses (ii)(a) and (ii)(b) hereof for any such  Distribution  Date shall be
allocated  first to the Class B-IO  Certificates  and the Class R  Certificates  in  reduction  of amounts
otherwise  distributable  to such  Certificates  on such  Distribution  Date and then any excess  shall be
allocated  to each other  Class of  Certificates  pro rata  based on the  respective  amounts of  interest
accrued pursuant to clause (i) hereof for each such Class on such Distribution Date.

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

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

         Custodial Agreement:  As applicable,  (i) the custodial agreement,  dated as of the Closing Date,
among the Trustee,  Structured Asset Mortgage Investments II Inc., as company,  Wells Fargo Bank, National
Association,   as  Master  Servicer  and  Securities   Administrator,   and  Wells  Fargo  Bank,  National
Association,  as  Custodian,  substantially  in the form of  Exhibit  G-2  hereto  or (ii)  the  custodial
agreement  dated as of the Closing Date,  among the Trustee,  Structured  Asset  Mortgage  Investments  II
Inc., as company,  Wells Fargo,  National  Association,  as Master Servicer and Securities  Administrator,
and Treasury  Bank, A Division of  Countrywide  Bank,  N.A.,  as Custodian,  substantially  in the form of
Exhibit G-1 hereto.

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

         Cut-off Date:  January 1, 2007.

         Cut-off Date Balance:  $868,038,316.69.

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

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

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

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

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

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

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

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

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

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

         Disqualified  Organization:   Any  of  the  following:   (i) the  United  States,  any  State  or
political  subdivision  thereof,  any possession of the United States, or any agency or instrumentality of
any of the foregoing  (other than an  instrumentality  which is a corporation if all of its activities are
subject to tax and,  except for the  Freddie  Mac or any  successor  thereto,  a majority  of its board of
directors is not selected by such  governmental  unit),  (ii) any foreign  government,  any  international
organization,  or any agency or instrumentality  of any of the foregoing,  (iii) any  organization  (other
than certain  farmers’  cooperatives  described in  Section 521  of the Code) which is exempt from the tax
imposed by  Chapter 1 of the Code  (including  the tax  imposed by  Section 511  of the Code on  unrelated
business   taxable   income),   (iv)   rural   electric   and   telephone    cooperatives   described   in
Section 1381(a)(2)(C)  of the Code or (v) any other  Person so  designated  by the  Trustee  based upon an
Opinion of Counsel  that the holding of an  ownership  interest in a Residual  Certificate  by such Person
may cause any 2007-1  REMIC  contained  in the Trust or any Person  having an  ownership  interest  in the
Residual  Certificate  (other than such Person) to incur a liability for any federal tax imposed under the
Code that would not  otherwise  be imposed  but for the  transfer of an  ownership  interest in a Residual
Certificate to such Person.  The terms “United States,”  “State” and  “international  organization”  shall
have the meanings set forth in Section 7701 of the Code or successor provisions.

         Distribution  Account:  The trust account or accounts  created and  maintained by the  Securities
Administrator  pursuant to  Section 4.04,  which shall be  denominated  “Citibank,  N.A., as Trustee f/b/o
holders of Structured  Asset  Mortgage  Investments  II Inc.,  Bear Stearns  ALT-A Trust 2007-1,  Mortgage
Pass-Through  Certificates,  Series 2007-1 - Distribution  Account.” The Distribution  Account shall be an
Eligible Account.

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

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

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

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

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

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

         EDGAR:  As defined in Section 3.18.

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

         EMC:  EMC Mortgage Corporation, and any successor thereto.

         EMC  Servicing  Agreement:  The  Servicing  Agreement,  dated  as of  January  1,  2007,  between
Structured Asset Mortgage Investments II Inc. and EMC as attached hereto as Exhibit H-2.

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

         Event of Default:  As defined in Section 8.01.

         Excess Cashflow:  With respect to any  Distribution  Date, the sum of (i) Remaining Excess Spread
for such  Distribution  Date and (ii)  Overcollateralization  Release Amount for such  Distribution  Date;
provided,  however,  that the Excess Cashflow shall include  Principal Funds on and after the Distribution
Date on which the aggregate  Certificate  Principal Balance of the Class I-A-1,  Class I-A-2, Class I-M-1,
Class I-M-2,  Class I-B-1,  Class I-B-2, Class I-B-3 and Class I-B-4 Certificates has been reduced to zero
(other than  Principal  Funds  otherwise  distributed  to the Holders of Class I-A-1,  Class I-A-2,  Class
I-M-1,  Class  I-M-2,  Class  I-B-1,  Class  I-B-2,  Class  I-B-3 and  Class  I-B-4  Certificates  on such
Distribution Date).

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

         Excess Spread:  With respect to any  Distribution  Date, the excess,  if any, of (i) the Interest
Funds  for such  Distribution  Date  over  (ii) the sum of the  Current  Interest  on the  Group I Offered
Certificates,   the  Class  I-B-4  Certificates  and  Interest  Carryforward  Amounts  on  the  Class  I-A
Certificates, in each case on such Distribution Date.

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

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

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

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

         FDIC:  Federal Deposit Insurance Corporation and any successor thereto.

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

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

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

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

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

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

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

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

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

         Group  I  Non-Offered  Subordinate  Certificates:  The  Class  I-B-4,  Class  XP and  Class  B-IO
Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Group  II  Senior  Optimal  Principal  Amount:  With  respect  to each  Distribution  Date  and a
Sub-Loan  Group,  an amount  equal to the sum,  without  duplication,  of the  following  (but in no event
greater  than the  aggregate  Certificate  Principal  Balances  of the related  Certificate  Group in such
Sub-Loan Group immediately prior to such Distribution Date):

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

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

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

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

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

                  (vi)     the  applicable  Group II Senior  Prepayment  Percentage  of the sum of (a) the
Stated  Principal  Balance of each Mortgage Loan in the related Sub-Loan Group that was repurchased by the
Sponsor in connection  with such  Distribution  Date and (b) the excess,  if any, of the Stated  Principal
Balance of a Mortgage  Loan in the related  Sub-Loan  Group that has been  replaced by the Sponsor  with a
substitute  Mortgage  Loan  pursuant to the  Mortgage  Loan  Purchase  Agreement in  connection  with such
Distribution Date over the Stated Principal Balance of such substitute Mortgage Loan.

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

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

Period (dates inclusive)                          Group II Senior Prepayment Percentage
______________________________________________________________________________________________________________
February 2007 - January 2014                      100%
February 2014 - January 2015                      Group II Senior Percentage for the Group II Senior
                                                  Certificates plus 70% of the Group II Subordinate Percentage
                                                  for the related Sub-Loan Group.
February 2015 - January 2016                      Group II Senior Percentage for the Group II Senior
                                                  Certificates plus 60% of the Group II Subordinate Percentage
                                                  for the related Sub-Loan Group.
February 2016 - January 2017                      Group II Senior Percentage for the Group II Senior
                                                  Certificates plus 40% of the Group II Subordinate Percentage
                                                  for the related Sub-Loan Group.
February 2017 - January 2018                      Group II Senior Percentage for the Group II Senior
                                                  Certificates plus 20% of the Group II Subordinate Percentage
                                                  for the related Sub-Loan Group.
February 2018 and thereafter                      Group II Senior Percentage for the Group II Senior
                                                  Certificates.

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

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

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

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

         Group II Subordinate  Optimal  Principal  Amount:  With respect to any Distribution  Date and any
Sub-Loan Group in Loan Group II, an amount equal to the sum,  without  duplication,  of the following (but
in no event  greater  than  the  aggregate  Certificate  Principal  Balance  of the  Group II  Subordinate
Certificates immediately prior to such Distribution Date):

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

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

         (iii)    the applicable Group II Subordinate  Prepayment  Percentage of the amount of all Partial
Principal  Prepayments  of  principal  received in respect of the Group II  Mortgage  Loans in the related
Sub-Loan Group during the applicable Prepayment Period;

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

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

         (vi)     on the Distribution Date on which the aggregate  Certificate  Principal  Balances of the
Senior  Certificates  in the related  Sub-Loan  Group have all been reduced to zero,  100% of the Group II
Senior Optimal  Principal Amount for such Group II Senior  Certificates.  After the aggregate  Certificate
Principal  Balance of the  Subordinate  Certificates  has been reduced to zero,  the Group II  Subordinate
Optimal Principal Amount shall be zero.

         Group II  Subordinate  Percentage:  With respect to each Sub-Loan Group included in Loan Group II
on any Distribution Date, 100% minus the Group II Senior Percentage for the related Certificate Group.

         Group II  Subordinate  Prepayment  Percentage:  With respect to each Sub-Loan  Group  included in
Loan Group II on any  Distribution  Date,  100% minus the Senior  Prepayment  Percentage  for the  related
Certificate Group.

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

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

         Homebanc  Servicing  Agreement:  The Purchase,  Warranties and Servicing  Agreement,  dated as of
January 1, 2004,  as amended by the Amended and  Restated  Amendment  No. 1, dated as of January 27, 2006,
between Homebanc and EMC, attached hereto as Exhibit H-3 and by the  related Assignment Agreement.

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

         HSBC  Servicing  Agreement:   The  Amended  and  Restated  Purchase,   Warranties  and  Servicing
Agreement,  dated as of September 1, 2005,  as amended by Amendment  Reg AB, dated as of November 7, 2005,
between HSBC and EMC, attached hereto as Exhibit H-4 and by the related Assignment Agreement.

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

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

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

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

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

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

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

         Interest  Accrual  Period:  With respect to each  Distribution  Date,  for each Class of Group II
Certificates,  the  calendar  month  preceding  the month in which  such  Distribution  Date  occurs.  The
Interest  Accrual Period for the Group I Offered  Certificates  and the Class I-B-4  Certificates  will be
the period from and  including the  preceding  Distribution  Date (or from and including the Closing Date,
in the case of the first  Distribution  Date) to and including  the day prior to the current  Distribution
Date.

         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  Carryforward  Amount: As of the first  Distribution Date and with respect to each Class
of Group I Offered  Certificates and the Class I-B-4  Certificates,  zero, and for each  Distribution Date
thereafter,  the sum of (i) the excess of (a) the Current  Interest  for such Class with  respect to prior
Distribution  Dates over (b) the amount  actually  distributed to such Class of Group I Certificates  with
respect to interest on or after such prior  Distribution  Dates and (ii)  interest  thereon (to the extent
permitted by applicable law) at the applicable  Pass-Through  Rate for such Class for the related Interest
Accrual Period including the Interest Accrual Period relating to such Distribution Date.

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

         Interest  Only  Certificates:  Each  of the  Class  II-1X-1,  Class  II-2X-1  and  Class  II-BX-1
Certificates.

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

         (a)               Partial Principal  Prepayments  received during the relevant Prepayment Period:
The  difference  between  (i) one  month’s  interest  at the  applicable  Net Rate on the  amount  of such
prepayment  and (ii) the  amount of interest 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 annual  interest rate required
to be paid by the Mortgagor as limited by application of the Relief Act.

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

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

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

         LIBOR  Determination  Date: With respect to each Class of Offered  Certificates and for the first
Interest  Accrual  Period,  January 29, 2007. With respect to each Class of Offered  Certificates  and any
Interest  Accrual  Period  thereafter,  the second LIBOR Business Day preceding the  commencement  of such
Interest Accrual Period.

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

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

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

         Liquidation  Proceeds:  Amounts  received  in  connection  with the  liquidation  of a  defaulted
Mortgage Loan,  whether  through  trustee’s  sale,  foreclosure  sale,  Insurance  Proceeds,  condemnation
proceeds or otherwise,  including  any amounts  received by the Servicer or Master  Servicer  specifically
related to a Liquidated  Mortgage Loan or disposition  of an REO Property prior to the related  Prepayment
Period that resulted in a Realized  Loss,  after  liquidation of such Mortgage Loan or disposition of such
REO Property.

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

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

         Loan Group II: Sub-Loan Group II-1 and Sub-Loan Group II-2.

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

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

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

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

         Margin:  With  respect  to any  Distribution  Date on or prior  to the  first  possible  Optional
Termination  Date for the Group I  Certificates  and (i) the Class I-A-1  Certificates,  0.160% per annum,
(ii) the Class  I-A-2  Certificates,  0.200% per annum,  (iii) the Class  I-M-1  Certificates,  0.290% per
annum, (iv) the Class I-M-2 Certificates,  0.420% per annum, (v) the Class I-B-1 Certificates,  0.900% per
annum, (vi) the Class I-B-2  Certificates,  1.250% per annum, (vii) the Class I-B-3  Certificates,  2.150%
per  annum,  and  (viii)  the  Class  I-B-4  Certificates,  2.150%  per  annum;  and with  respect  to any
Distribution  Date after the first possible  Optional  Termination  Date for the Group I Certificates  and
(i) the Class I-A-1 Certificates,  0.320% per annum, (ii) the Class I-A-2 Certificates,  0.400% per annum,
(iii) the Class  I-M-1  Certificates,  0.435% per annum,  (iv) the Class  I-M-2  Certificates,  0.630% per
annum, (v) the Class I-B-1 Certificates,  1.350% per annum, (vi) the Class I-B-2 Certificates,  1.875% per
annum,  (vii) the Class I-B-3  Certificates,  3.225% per annum,  and (viii) the Class I-B-4  Certificates,
3.225% per annum.

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

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

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

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

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

         Master Servicing Compensation:  The meaning specified in Section 3.14.

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

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

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

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

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

         Mid America Servicing Agreement:  The Purchase,  Warranties and Servicing Agreement,  dated as of
February 1, 2006,  as amended by Amendment  No. 1 to the Purchase,  Warranties  and  Servicing  Agreement,
dated as of February 1, 2006,  between  Mid  America  and EMC,  attached  hereto as Exhibit H-5 and by the
related Assignment Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Mortgagor:  The obligor on a Mortgage Note.

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

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

         Net Rate:  With respect to each  Mortgage  Loan,  the Mortgage  Interest Rate in effect from time
to time less the Servicing Fee Rate expressed as a per annum rate.

         Net Rate  Cap:  For any  Distribution  Date and the Group I  Offered  Certificates  and the Class
I-B-4  Certificates,  the  weighted  average  of the Net  Rates of the  Group I  Mortgage  Loans as of the
beginning of the related Due Period,  weighted on the basis of the Stated  Principal  Balances  thereof as
of the preceding  Distribution  Date, in each case as adjusted to an effective rate reflecting the accrual
of interest on the basis of a 360-day year and the actual  number of days elapsed in the related  Interest
Accrual Period.

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

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

         NIM Trustee:  The trustee for the NIM Securities.

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

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

         Notional  Amount:  The Notional Amount of (i) the Class II-1X-1  Certificates  immediately  prior
to any  Distribution  Date is equal to the aggregate  Certificate  Principal  Balance of the Class II-1A-1
Certificates and the Class II-1A-2  Certificates,  (ii) the Class II-2X-1  Certificates  immediately prior
to any  Distribution  Date is equal to the aggregate  Certificate  Principal  Balance of the Class II-2A-1
Certificates and the Class II-2A-2  Certificates,  (iii) the Class II-BX-1 Certificates  immediately prior
to any Distribution Date is equal to the Certificate  Principal  Balance of the Class II-B-1  Certificates
and  (iv)  the  Class  B-IO  Certificates  immediately  prior  to any  Distribution  Date is  equal to the
aggregate of the Uncertificated Principal Balances of the REMIC III Regular Interests.

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

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

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

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

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

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

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

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

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

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

         Overcollateralization  Amount:  With respect to any  Distribution  Date,  the excess,  if any, of
(a) the aggregate Stated Principal  Balance of the Group I Mortgage Loans for such  Distribution Date over
(b) the aggregate  Certificate  Principal Balance of the Group I Offered  Certificates and the Class I-B-4
Certificates  on such  Distribution  Date (after  taking into account the payment of principal  other than
any Extra Principal Distribution Amount on such Certificates).

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

         Overcollateralization  Target  Amount:  With  respect to any  Distribution  Date (a) prior to the
Stepdown Date,  1.50% of the aggregate  Stated  Principal  Balance of the Group I Mortgage Loans as of the
Cut-off Date,  (b) on or after the Stepdown  Date and if a Trigger Event is not in effect,  the greater of
(i) the lesser of (1) 1.50% of the aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans as
of the Cut-off Date and (2) 3.00% of the then current  aggregate Stated  Principal  Balance of the Group I
Mortgage Loans as of such Distribution  Date and (ii)  $2,029,064.60 and (c) on or after the Stepdown Date
and if a  Trigger  Event  is in  effect,  the  Overcollateralization  Target  Amount  for the  immediately
preceding Distribution Date.

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

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

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

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

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

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

                  (ii)     (a) demand or time deposits,  federal funds or bankers’  acceptances  issued by
any depository  institution or trust company  incorporated  under the laws of the United States of America
or any state thereof  (including the Trustee,  the 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 each Rating  Agency and (b) any other  demand or time deposit or
certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation;

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

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

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

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

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

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

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

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

         Physical Certificates:  The Residual Certificates and the Private Certificates.

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

         Posted  Collateral  Account:  The  trust  account  or  accounts  created  and  maintained  by the
Securities Administrator, as custodian on behalf of the Trustee pursuant to Section 4.08.

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

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

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

         Prepayment  Period:  With  respect to the  Mortgage  Loans for which EMC is the Servicer and with
respect to any  Distribution  Date and (i) Principal  Prepayments  in full,  the period from the sixteenth
day of the calendar  month  preceding the calendar  month in which such  Distribution  Date occurs through
the close of business on the fifteenth day of the calendar month in which such  Distribution  Date occurs,
and (ii) Liquidation  Proceeds,  Realized Losses,  funds which will constitute  Subsequent  Recoveries and
partial Principal  Prepayments,  the prior calendar month; and in the case of the Mortgage Loans for which
EMC is not the Servicer,  such period as is provided in the related  Servicing  Agreement  with respect to
the related Mortgage Loans.

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

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

         Principal Funds: the sum, without duplication, of

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

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

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

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

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

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

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

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

         Private  Certificates:  The Class I-B-4,  Class B-IO,  Class XP, Class  II-B-4,  Class II-B-5 and
Class II-B-6 Certificates.

         Prospectus:  The  prospectus,  dated  December  27,  2006,  as  supplemented  by  the  prospectus
supplement  dated January 29, 2007 (as the same may  be supplemented  from time to time),  relating to the
offering of the Offered Certificates.

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

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

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

         Rating Agencies:  Moody’s and S&P.

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

         Realized  Losses  on the  Group II  Mortgage  Loans  shall be  allocated  to the  REMIC I Regular
Interests as follows:  (1) The interest  portion of Realized  Losses and Net  Interest  Shortfalls  on the
Sub-Loan Group II-1 Loans,  if any, shall be allocated  between REMIC I Regular  Interests Y-1 and Z-1 pro
rata according to the amount of interest  accrued but unpaid thereon,  in reduction  thereof;  and (2) the
interest  portion of Realized  Losses and Net Interest  Shortfalls  on the Sub-Loan  Group II-2 Loans,  if
any,  shall be allocated  between REMIC I Regular  Interests Y-2 and Z-2 pro rata  according to the amount
of interest  accrued but unpaid  thereon,  in  reduction  thereof Any  interest  portion of such  Realized
Losses in excess of the  amount  allocated  pursuant  to the  preceding  sentence  shall be  treated  as a
principal  portion of Realized  Losses not  attributable  to any specific  Mortgage Loan in such Group and
allocated  pursuant to the succeeding  sentences.  The principal  portion of Realized  Losses with respect
to the Group II Mortgage  Loans shall be  allocated to the REMIC I Regular  Interests as follows:  (1) the
principal  portion of Realized  Losses on the  Sub-Loan  Group II-1 Loans shall be  allocated,  first,  to
REMIC I Regular  Interest Y-1 to the extent of the REMIC I Y-1 Principal  Reduction Amount in reduction of
the  Uncertificated  Principal  Balance of such Regular  Interest and, second,  the remainder,  if any, of
such  principal  portion of such  Realized  Losses shall be  allocated to REMIC I Regular  Interest Z-1 in
reduction of the  Uncertificated  Principal  Balance  thereof;  and (2) the principal  portion of Realized
Losses on the Sub-Loan  Group II-2 Loans shall be  allocated,  first,  to REMIC I Regular  Interest Y-2 to
the extent of the REMIC I Y-2  Principal  Reduction  Amount in reduction of the  Uncertificated  Principal
Balance of such Regular Interest and,  second,  the remainder,  if any, of such principal  portion of such
Realized  Losses  shall be allocated  to REMIC I Regular  Interest Z-2 in reduction of the  Uncertificated
Principal  Balance  thereof.  For  any  Distribution  Date,  reductions  in the  Uncertificated  Principal
Balances of each REMIC I Y and Z Regular  Interest  pursuant to this  definition of Realized Loss shall be
determined,  and shall be  deemed  to occur,  prior to any  reductions  of such  Uncertificated  Principal
Balances by distributions on such Distribution Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         REMIC  Opinion:  An Opinion  of  Independent  Counsel,  to the effect  that the  proposed  action
described  therein would not,  under the REMIC  Provisions,  (i) cause any 2007-1 REMIC to fail to qualify
as a REMIC  while any  regular  interest  in such 2007-1  REMIC is  outstanding,  (ii) result  in a tax on
prohibited  transactions with respect to any 2007-1 REMIC or  (iii) constitute  a taxable  contribution to
any 2007-1 REMIC after the Startup Day.

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

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

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

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

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

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

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

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

         REMIC I  Available  Distribution  Amount:  For each of the Sub-Loan  Groups for any  Distribution
Date,  the Available  Funds for such Sub-Loan  Group,  or, if the context so requires the aggregate of the
Available Funds for all Sub-Loan Groups.

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

         (a)       To the extent of the REMIC I Available  Distribution  Amount for Sub-Loan Group
II-1:

                  (i)      first,  to  REMIC  I  Regular   Interests  Y-1  and  Z-1,   concurrently,   the
         Uncertificated  Interest for such Classes remaining unpaid from previous  Distribution Dates, pro
         rata according to their respective shares of such unpaid amounts;

                  (ii)     second,  to  REMIC  I  Regular  Interests  Y-1  and  Z-1,   concurrently,   the
         Uncertificated  Interest for such Classes for the current  Distribution  Date, pro rata according
         to their respective Uncertificated Interest; and

                  (iii)    third,  to REMIC I Regular  Interests  Y-1 and Z-1,  the REMIC I Y-1  Principal
         Distribution Amount and the REMIC I Z-1 Principal Distribution Amount, respectively.

         (b)      To the extent of the REMIC I Available Distribution Amount for Sub-Loan Group II-2:

                  (i)      first,  to  REMIC  I  Regular   Interests  Y-2  and  Z-2,   concurrently,   the
         Uncertificated  Interest for such Classes remaining unpaid from previous  Distribution Dates, pro
         rata according to their respective shares of such unpaid amounts;

                  (ii)     second,  to  REMIC  I  Regular  Interests  Y-2  and  Z-2,   concurrently,   the
         Uncertificated  Interest for such Classes for the current  Distribution  Date, pro rata according
         to their respective Uncertificated Interest; and

                  (iii)    third,  to REMIC I Regular  Interests  Y-2 and Z-2,  the REMIC I Y-2  Principal
         Distribution Amount and the REMIC I Z-2 Principal Distribution Amount, respectively.

         (c)      To the extent of the REMIC I  Available  Distribution  Amount for such Distribution Date
remaining  after  payment of the amounts  pursuant to  paragraphs  (a) through (b) of this  definition  of
REMIC I Distribution Amount:

                  (i)      first,  to each REMIC I Y and Z Regular  Interest,  pro rata  according  to the
         amount of unreimbursed  Realized Losses allocable to principal  previously allocated to each such
         Class;  provided,  however,  that any amounts  distributed  pursuant to this paragraph  (c)(i) of
         this  definition  of  REMIC I   Distribution   Amount  shall  not  cause  a  reduction  in  the
         Uncertificated Principal Balances of any of the REMIC I Y and Z Regular Interests; and

                  (ii)     second, to Component I of the Class R Certificates, any remaining amounts.

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

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

         REMIC I Y  Principal  Reduction  Amounts:  For any  Distribution  Date the  amounts  by which the
Uncertificated  Principal  Balances  of  REMIC I  Regular  Interests  Y-1 and Y-2,  respectively,  will be
reduced  on such  Distribution  Date  by the  allocation  of  Realized  Losses  and  the  distribution  of
principal, determined as follows:

         First,  for each of Sub-Loan Group II-1 and Sub-Loan Group II-2,  determine the weighted  average
of the Net Rates of the Mortgage Loans in that Sub-Loan Group for  distributions  of interest that will be
made on the next succeeding  Distribution  Date (the “Group Interest Rate” for that Sub-Loan  Group).  The
REMIC I  Y  Principal  Reduction  Amounts  for REMIC I Regular  Interests  Y-1 and Y-2 will be  determined
pursuant to the  “Generic  solution  for the REMIC I Y Regular  Interests”  set forth below (the  “Generic
Solution”) by making the following  identifications  among the Sub-Loan  Groups and their related  REMIC I
Regular Interests:

                  A.       Determine  which  Sub-Loan  Group  has the  lower  Group  Interest  Rate.  That
Sub-Loan Group will be identified  with Sub-Loan  Group AA and the REMIC I  Regular  Interests  related to
that Sub-Loan Group will be respectively  identified  with the REMIC I Regular  Interests YAA and ZAA. The
Group  Interest Rate for that Sub-Loan Group will be identified  with J%. If the two Sub-Loan  Groups have
the same Group  Interest Rate pick one for this  purpose,  subject to the  restriction  that each Sub-Loan
Group may be picked  only once in the course of any such  selections  pursuant  to  paragraphs  A and B of
this definition.

                  B.       Determine  which  Sub-Loan  Group has the  higher  Group  Interest  Rate.  That
Sub-Loan Group will be identified  with Sub-Loan  Group BB and the REMIC I  Regular  Interests  related to
that Sub-Loan Group will be respectively  identified  with the REMIC I Regular  Interests YBB and ZBB. The
Group  Interest Rate for that Sub-Loan Group will be identified  with K%. If the two Sub-Loan  Groups have
the same Group  Interest  Rate the  Sub-Loan  Group not selected  pursuant to paragraph A, above,  will be
selected for purposes of this paragraph B.

         Second,  apply the  Generic  Solution  set  forth  below to  determine  the  REMIC I Y  Principal
Reduction Amounts for the Distribution Date using the identifications made above.

         Generic Solution for the REMIC I Y Principal  Reduction  Amounts:  For any Distribution Date, the
amounts  by which  the  Uncertificated  Principal  Balances  of  REMIC I  Regular  Interests  YAA and ZAA,
respectively,  will be reduced on such  Distribution  Date by the  allocation  of Realized  Losses and the
distribution of principal, determined as follows:

                  J% and K%  represent  the  interest  rates on Sub-Loan  Group AA and  Sub-Loan  Group BB
respectively.  J%<K%.

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

                  PJB =    the Sub-Loan Group AA Subordinate  Percentage  after the allocation of Realized
Losses and distributions of principal on such Distribution Date.

                  PKB =    the Sub-Loan Group BB Subordinate  Percentage  after the allocation of Realized
Losses and distributions of principal on such Distribution Date.

                  R = the Class CB Pass-Through Rate = (J%PJB + K%PKB)/(PJB + PKB)

                  Yj =     the  REMIC I  Regular  Interest  YAA  Uncertificated  Principal  Balance  after
distributions on the prior Distribution Date.

                  Yk =     the  REMIC I  Regular  Interest  YBB  Uncertificated  Principal  Balance  after
distributions on the prior Distribution Date.

                  ΔYj =       the REMIC I Regular Interest YAA Principal Reduction Amount.

                  ΔYk =       the REMIC I Regular Interest YBB Principal Reduction Amount.

                  Zj =     the  REMIC I  Regular  Interest  ZAA  Uncertificated  Principal  Balance  after
distributions on the prior Distribution Date.

                  Zk =     the  REMIC I  Regular  Interest  ZBB  Uncertificated  Principal  Balance  after
distributions on the prior Distribution Date.

                  ΔZj =       the REMIC I Regular Interest ZAA Principal Reduction Amount.
                         =          ΔPj - ΔYj

                  ΔZk =       the REMIC I Regular Interest ZBB Principal Reduction Amount.
                         =          ΔPk - ΔYk

                  Pj =     the aggregate  Uncertificated  Principal  Balance of REMIC I Regular  Interests
YAA and ZAA  after  distributions  on the  prior  Distribution  Date,  which  is  equal  to the  aggregate
principal balance of the Sub-Group AA Loans.

                  Pk =     the aggregate  Uncertificated  Principal  Balance of REMIC I Regular  Interests
YBB and ZBB  after  distributions  on the  prior  Distribution  Date,  which  is  equal  to the  aggregate
principal balance of the Sub-Group BB Loans.

                  ΔPj =       the aggregate  principal reduction resulting on such Distribution Date
on the Sub-Group AA Loans as a result of principal  distributions  (exclusive  of any amounts  distributed
pursuant to clauses  (c)(i) or (c)(ii) of the  definition of REMIC I  Distribution  Amount) to be made and
Realized  Losses  to be  allocated  on such  Distribution  Date,  if  applicable,  which  is  equal to the
aggregate  of the  REMIC I  Regular  Interest  YAA  Principal  Reduction  Amount and the  REMIC I  Regular
Interest ZAA Principal Reduction Amount.

                  ΔPk=        the aggregate  principal reduction resulting on such Distribution Date
on the Sub-Group BB Loans as a result of principal  distributions  (exclusive  of any amounts  distributed
pursuant to clauses  (c)(i) or (c)(ii) of the  definition of REMIC I  Distribution  Amount) to be made and
realized  losses  to be  allocated  on such  Distribution  Date,  which is equal to the  aggregate  of the
REMIC I Regular  Interest YBB Principal  Reduction  Amount and the REMIC I Regular  Interest ZBB Principal
Reduction Amount.

                  α =         .0005

                  γ =         (R -  J%)/(K%  - R).  γ  is a  non-negative  number  unless  its
denominator is zero, in which event it is undefined.

                  If γ is zero, ΔYk = Yk and ΔYj = (Yj/Pj)ΔPj.

                  If γ is undefined, ΔYj = Yj, ΔYk = (Yk/Pk)ΔPk if denominator

                  In the remaining situations, ΔYk and ΔYj shall be defined as follows:

                      1.   If Yk -  α(Pk - ΔPk)  => 0, Yj-  α(Pj - ΔPj)  => 0, and
     γ (Pj - ΔPj) < (Pk -  ΔPk),  ΔYk = Yk - αγ  (Pj - ΔPj)  and
     ΔYj = Yj - α(Pj - ΔPj).

                      2.   If  Yk - α(Pk - ΔPk)  => 0,  Yj - α(Pj - ΔPj) => 0, and
     γ   (Pj - ΔPj)   =>   (Pk - ΔPk),    ΔYk = Yk - α(Pk - ΔPk)   and
     ΔYj = Yj - (α/γ)(Pk - ΔPk).

                      3.   If  Yk - α(Pk - ΔPk)  < 0,  Yj - α(Pj - ΔPj)  => 0, and
     Yj - α(Pj - ΔPj) => Yj - (Yk/γ),  ΔYk = Yk - αγ  (Pj - ΔPj)
     and ΔYj = Yj - α(Pj - ΔPj).

                      4.   If      Yk - α(Pk - ΔPk) < 0,      Yj - (Yk/γ) => 0,      and
     Yj - α(Pj - ΔPj) <= Yj - (Yk/γ), ΔYk = 0 and ΔYj = Yj - (Yk/γ).

                      5.   If      Yj - α(Pj - ΔPj) < 0,       Yj - (Yk/γ) < 0,      and
     Yk - α(Pk - ΔPk) <= Yk - (γYj), ΔYk = Yk - (γYj) and ΔYj = 0.

                      6.   If  Yj - α(Pj - ΔPj)  < 0,  Yk - α(Pk - ΔPk)  => 0, and
     Yk - α(Pk - ΔPk)   =>  Yk - (γYj),   ΔYk = Yk - α(Pk - ΔPk)   and
     ΔYj = Yj - (α/γ)(Pk - ΔPk).

         The  purpose of the  foregoing  definitional  provisions  together  with the  related  provisions
allocating  Realized  Losses and defining  the REMIC I  Regular  Interest Y-1 and Y-2 and REMIC I  Regular
Interest  Z-1 and  Z-2  Principal  Distribution  Amounts  is to  accomplish  the  following  goals  in the
following order of priority:

                      1.   Making  the ratio of Yk to Yj equal to  γ  after  taking  account  of the
     allocation  Realized Losses and the  distributions  that will be made through end of the Distribution
     Date to which such provisions  relate and assuring that the Principal  Reduction  Amounts for each of
     the REMIC I Regular Interests is greater than or equal to zero for such Distribution Date;

                      2.   Making (i) the REMIC I Regular Interest YAA  Uncertificated  Principal  Balance
     less  than or equal  to  0.0005  of the sum of the  Uncertificated  Principal  Balances  for  REMIC I
     Regular  Interest YAA and REMIC I  Regular  Interest ZAA and (ii) the  REMIC I  Regular  Interest YBB
     Uncertificated  Principal  Balances  less than or equal to  0.0005  of the sum of the  Uncertificated
     Principal  Balances for REMIC I Regular  Interest YBB and REMIC I  Regular  Interest ZBB in each case
     after giving effect to allocations of Realized  Losses and  distributions  to be made through the end
     of the Distribution Date to which such provisions relate; and

                      3.   Making  the  larger  of  (a) the  fraction  whose  numerator  is Yk  and  whose
     denominator  is the  sum  of Yk  and  Zk  and  (b) the  fraction  whose  numerator  is Yj  and  whose
     denominator  is the sum of Yj,  and Zj as large as  possible  while  remaining  less than or equal to
     0.0005.

In the event of a failure of the  foregoing  portion of the  definition  of REMIC I Y Principal  Reduction
Amount to  accomplish  both of goals 1 and 2 above,  the  amounts  thereof  should be adjusted to so as to
accomplish such goals within the requirement  that each REMIC I Y Principal  Reduction Amount must be less
than  or  equal  to  the  sum of  (a) the  principal  Realized  Losses  to be  allocated  on  the  related
Distribution  Date for the related  Sub-Loan  Group and (b) the  remainder of the  Available  Distribution
Amount for the related Sub-Loan Group or after reduction  thereof by the  distributions to be made on such
Distribution  in respect of interest on the related REMIC I Regular  Interests,  or, if both of such goals
cannot  be  accomplished  within  such  requirement,  such  adjustment  as is  necessary  shall be made to
accomplish  goal 1 within such  requirement.  In the event of any  conflict  among the  provisions  of the
definition of the REMIC I Y Principal  Reduction Amounts,  such conflict shall be resolved on the basis of
the goals  and their  priorities  set  forth  above  within  the  requirement  set forth in the  preceding
sentence.

          REMIC I Y Regular Interests:  REMIC I Regular Interests Y-1 and Y-2.

         REMIC I Y-1 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of
the REMIC I Y-1  Principal  Reduction  Amount for such  Distribution  Date over the  principal  portion of
Realized Losses allocated to REMIC I Regular Interest Y-1 on such Distribution Date.

         REMIC I Regular Interest Y-1: The uncertificated  undivided  beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

         REMIC I Y-2 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of
the REMIC I Y-2  Principal  Reduction  Amount for such  Distribution  Date over the  principal  portion of
Realized Losses allocated to REMIC I Regular Interest Y-2 on such Distribution Date.

         REMIC I Regular Interest Y-2: The uncertificated  undivided  beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

         REMIC I Z  Principal  Reduction  Amounts:  For any  Distribution  Date,  the amounts by which the
Uncertificated  Principal  Balances  of  the  REMIC  I  Z  Regular  Interests  will  be  reduced  on  such
Distribution  Date by the allocation of Realized Losses and the distribution of principal,  which shall be
in each case the  excess of (A) the sum of (x) the  excess of the REMIC I  Available  Distribution  Amount
for the related Group (i.e.  the “related  Group” for REMIC I Regular  Interest Z-1 is the Sub-Loan  Group
II-1 Loans and the “related  Group” for REMIC I Regular  Interest  Z-2 is the  Sub-Loan  Group II-2 Loans)
over the sum of the  amounts  thereof  distributable  (i) in respect of interest on such REMIC I Z Regular
Interest and the related  REMIC I Y Regular  Interest and (ii) to such REMIC I Z Regular  Interest and the
related REMIC I Y Regular  Interest  pursuant to clause (d)(i) of the  definition of REMIC I Distribution
Amount and (y) the amount of Realized  Losses  allocable to principal  for the related Group over (B) the
REMIC I Y Principal Reduction Amount for the related Group.

         REMIC I Z Regular Interests: REMIC I Regular Interests Z-1 and Z-2.

         REMIC I Z-1 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of
the REMIC I Z-1  Principal  Reduction  Amount for such  Distribution  Date over the  principal  portion of
Realized Losses allocated to REMIC I Regular Interest Z-1 on such Distribution Date.

         REMIC I Regular  Interest  Z-1:  The  uncertificated  undivided  beneficial  interest  in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

         REMIC I Z-2 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of
the REMIC I Z-2  Principal  Reduction  Amount for such  Distribution  Date over the  principal  portion of
Realized Losses allocated to REMIC I Regular Interest Z-2 on such Distribution Date.

         REMIC I Regular  Interest  Z-2:  The  uncertificated  undivided  beneficial  interest  in REMIC I
which constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.

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

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

         REMIC II Distribution  Amount:  For any  Distribution  Date, the REMIC II Available  Distribution
Amount shall be deemed  distributed  by REMIC II to REMIC IV on account of the REMIC II Regular  Interests
and to the Class R Certificates in respect of Component II thereof, as follows:

         (a) to each REMIC II Regular  Interest  in respect of  Uncertificated  Interest  thereon  and the
Uncertificated  Principal Balance thereof,  the amount distributed in respect of interest and principal on
the Related Class or Classes of  Certificates  (with such amounts having the same character as interest or
principal  with  respect  to the  REMIC II  Regular  Interest  as they have with  respect  to the  Related
Certificate or Certificates); and

         (b) any remaining  amount of the REMIC II Available  Distribution  Amount shall be distributed to
the holders of the Class R Certificates in respect of Component II thereof.

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

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

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

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

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

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

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

         (A)      in respect of REMIC III Regular  Interest LT2, REMIC III Regular  Interest LT3 and REMIC
III Regular Interest LT4, their respective Principal Distribution Amounts;

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

         (C)      any remainder in respect of REMIC III Regular  Interest LT2, REMIC III Regular  Interest
LT3 and REMIC III Regular  Interest LT4, pro rata according to their respective  Uncertificated  Principal
Balances as reduced by the  distributions  deemed  made  pursuant  to (i) above,  until  their  respective
Uncertificated Principal Balances are reduced to zero; and

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

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

         REMIC III  Principal  Reduction  Amounts:  For any  Distribution  Date,  the amounts by which the
principal  balances  of the REMIC III Regular  Interests  LT1,  LT2,  LT3 and LT4,  respectively,  will be
reduced  on such  Distribution  Date  by the  allocation  of  Realized  Losses  and  the  distribution  of
principal, determined as follows:

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

         Y1 =     the principal  balance of the REMIC III Regular Interest LT1 after  distributions on the
prior Distribution Date.

         Y2 =     the principal  balance of the REMIC III Regular Interest LT2 after  distributions on the
prior Distribution Date.

         Y3 =     the principal  balance of the REMIC III Regular Interest LT3 after  distributions on the
prior Distribution Date.

         Y4 =     the principal  balance of the REMIC III Regular Interest LT4 after  distributions on the
prior Distribution Date (note:  Y3 = Y4).

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

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

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

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

         P0 =     the aggregate  principal  balance of the REMIC III Regular  Interests  LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses on the prior Distribution Date.

         P1 =     the aggregate  principal  balance of the REMIC III Regular  Interests  LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses to be made on such Distribution Date.

         ΔP =     P0 - P1 = the  aggregate  of the REMIC  III  Regular  Interests  LT1,  LT2,  LT3 and LT4
Principal Reduction Amounts.

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

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

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

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

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

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

         Then, based on the foregoing definitions:

         ΔY1 =    ΔP - ΔY2 - ΔY3 - ΔY4;

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

         ΔY3 =    αΔP - ΔY2; and

         ΔY4 =    ΔY3.

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

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

         ΔY2 = 0;

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

         ΔY4 = ΔY3; and

         ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

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

         ΔY3 = 0;

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

         ΔY4 = ΔY3; and

         ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

         REMIC III Realized  Losses:  For any Distribution  Date,  Realized Losses on the Group I Mortgage
Loans for the related Due Period shall be  allocated,  as follows:  (i) the  interest  portion of Realized
Losses,  if any,  shall be allocated  pro rata to accrued  interest on the REMIC III Regular  Interests to
the extent of such accrued interest,  and (ii) any remaining  interest portions of Realized Losses and any
principal  portions of  Realized  Losses  shall be treated as  principal  portions of Realized  Losses and
allocated  (i) to the  REMIC III  Regular  Interest  LT2,  REMIC III  Regular  Interest  LT3 and REMIC III
Regular Interest LT4, pro rata according to their respective  Principal  Reduction Amounts,  provided that
such  allocation to each of the REMIC III Regular  Interest LT2, REMIC III Regular  Interest LT3 and REMIC
III  Regular  Interest  LT4 shall  not  exceed  their  respective  Principal  Reduction  Amounts  for such
Distribution  Date, and (ii) any Realized  Losses not allocated to any of REMIC III Regular  Interest LT2,
REMIC III Regular  Interest  LT3 or REMIC III Regular  Interest  LT4 pursuant to the proviso of clause (i)
above shall be allocated to the REMIC III Regular Interest LT1.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         REMIC V  Distribution  Amount:  For any  Distribution  Date,  the REMIC V Available  Distribution
Amount shall be deemed  distributed  by REMIC V to the holders of the Class B-IO  Certificates  on account
of the REMIC V Regular Interest.

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

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

         REO  Property:  A  Mortgaged  Property  acquired in the name of the  Trustee,  for the benefit of
Certificateholders,  by  foreclosure  or  deed-in-lieu  of  foreclosure  in  connection  with a  defaulted
Mortgage Loan.
         Reportable Event:  As defined in Section 3.18(a)(ii).

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

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

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

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

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

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

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

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

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

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

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

         Scheduled  Payment:  With respect to any Mortgage Loan and any Due Period,  the scheduled payment
or payments of principal  and interest  due during such Due Period on such  Mortgage  Loan which either is
payable  by a  Mortgagor  in such Due  Period  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.

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

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

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

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

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

         Senior Interest Only Certificates:  Each of the Class II-1X-1 and Class II-2X-1 Certificates.

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

         Servicers:  Each of  Countrywide,  EMC,  Homebanc,  HSBC and Mid  America  and  their  respective
permitted successors and assigns.

         Servicing  Agreement:  Each of the  Countrywide  Servicing  Agreement,  EMC Servicing  Agreement,
Homebanc Servicing Agreement,  HSBC Servicing Agreement and Mid America Servicing Agreement,  in each case
as modified by the related Assignment Agreement.

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

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

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

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

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

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

         Startup Day:  January 31, 2007.

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

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

         References  herein to the Stated Principal  Balance of a Loan Group or Sub-Loan Group at any time
shall mean the aggregate  Stated  Principal  Balance of all Mortgage  Loans in such Loan Group or Sub-Loan
Group.

         Stepdown  Date:  The  earlier  to  occur of (i) the  Distribution  Date on  which  the  aggregate
Certificate  Principal  Balance of the Class I-A  Certificates has been reduced to zero and (ii) the later
to occur of (a) the Distribution  Date in February 2010 and (b) the first  Distribution  Date on which the
sum of the aggregate  Certificate  Principal Balance of the Class I-M-1,  Class I-M-2,  Class I-B-1, Class
I-B-2,  Class I-B-3 and Class  I-B-4  Certificates  and the  Overcollateralization  Amount  divided by the
Stated  Principal  Balance of the Mortgage  Loans for such  Distribution  Date is greater than or equal to
19.00%.

         Sub-Loan Group:  Either of Sub-Loan Group II-1 or Sub-Loan Group II-2, as applicable.

         Sub-Loan  Group  II-1:  The  group  of  Mortgage  Loans   designated  as  belonging  to  Sub-Loan
Group II-1 on the Mortgage Loan Schedule.

         Sub-Loan  Group  II-1  Certificates:   The  Class  II-1A-1,   Class  II-1A-2  and  Class  II-1X-1
Certificates.

         Sub-Loan  Group  II-2:  The  group  of  Mortgage  Loans   designated  as  belonging  to  Sub-Loan
Group II-2 on the Mortgage Loan Schedule.

         Sub-Loan  Group  II-2  Certificates:   The  Class  II-2A-1,   Class  II-2A-2  and  Class  II-2X-1
Certificates.

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

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

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

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

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

         Tax  Administration  and Tax Matters  Person:  The  Securities  Administrator  and any  successor
thereto or assignee  thereof shall serve as tax  administrator  hereunder and as agent for the Tax Matters
Person.  The Holder of the largest  percentage  interest of each Class of Residual  Certificates  shall be
the Tax Matters  Person for the related  2007-1  REMIC,  as more  particularly  set forth in Section  9.10
hereof.

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

         Trigger  Event:  With  respect  to any  Distribution  Date,  an  event  that  exists  if (i)  the
percentage  obtained by dividing (x) the aggregate Stated Principal  Balance of the Group I Mortgage Loans
that are 60 or more days  Delinquent  (including for this purpose any such Mortgage Loans in bankruptcy or
foreclosure and the Group I Mortgage Loans with respect to which the related  Mortgaged  Property has been
acquired by the Trust) by (y) the  aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans in
the  mortgage  pool,  in each  case,  as of the close of  business  on the last day of the prior  calendar
month,  exceeds 36.80% of the Current  Specified  Enhancement  Percentage or (ii) the aggregate  amount of
Realized  Losses on the Group I Mortgage  Loans since the Cut-off  Date as a percentage  of the  aggregate
Stated  Principal  Balance of the Group I Mortgage  Loans as of the Cut-off  Date  exceeds the  applicable
percentage set forth below:

                                             Months      Percentage
                                            37 - 48          0.70%
                                            49 - 60          1.25%
                                            61 - 72          1.80%
                                             73-84           2.10%
                                              84+            2.15%

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

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

         2007-1 REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV and  REMIC V.

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

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

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

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

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

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

         Unpaid  Realized  Loss  Amount:  With respect to any  Distribution  Date and any Class of Group I
Offered  Certificates  and the Class  I-B-4  Certificates,  is the  excess of (i)  Applied  Realized  Loss
Amounts  with  respect to such Class over (ii) the sum of all  distributions  in  reduction of the Applied
Realized Loss Amounts on all previous  Distribution  Dates. Any amounts  distributed to a Class of Group I
Offered  Certificates and the Class I-B-4  Certificates in respect of any Unpaid Realized Loss Amount will
not be applied to reduce the Certificate Principal Balance of such Class.

                                                ARTICLE II
                                      Conveyance of Mortgage Loans;
                                    Original Issuance of Certificates

         Section 2.01.     Conveyance of Mortgage Loans to Trustee.  (a) The Depositor  concurrently  with
the execution and delivery of this Agreement,  sells,  transfers and assigns to the Trust without recourse
all its right,  title and  interest in and to (i) the  Mortgage  Loans  identified  in the  Mortgage  Loan
Schedule,  including all interest and  principal due with respect to the Mortgage  Loans after the Cut-off
Date,  but  excluding  any payments of principal  and interest due on or prior to the Cut-off  Date;  (ii)
such assets as shall from time to time be credited or are  required by the terms of this  Agreement  to be
credited to the  Distribution  Account  (iii) such  assets  relating to the Mortgage Loans as from time to
time  may be  held  by the  Servicers  in  Protected  Accounts  and the  Securities  Administrator  in the
Distribution  Account  in the  name  of the  Trustee  on  behalf  of the  Trust  for  the  benefit  of the
Certificateholders  and the  Securities  Administrator  in the Reserve  Fund in the name of the Trustee on
behalf  of  the  Trust  for  the   benefit   of  the  Group  I  Offered,   Class   I-B-4  and  Class  B-IO
Certificateholders,  (iv) any REO Property,  (v) the Required  Insurance  Policies and any amounts paid or
payable by the insurer  under any  Insurance  Policy (to the extent the  mortgagee  has a claim  thereto),
(vi) the Mortgage Loan Purchase  Agreement,  (vii) the rights with respect to the Servicing  Agreements as
assigned  to the  Trustee  on  behalf  of the  Trust  for the  benefit  of the  Certificateholders  by the
Assignment  Agreements  and the rights of the  Depositor  under the EMC Servicing  Agreement,  (viii) such
assets as shall  from time to time be  credited  or are  required  by the  terms of this  Agreement  to be
credited  to the  Distribution  Account  and the  Reserve  Fund and (ix) any  proceeds  of the  foregoing.
Although it is the intent of the parties to this Agreement that the conveyance of the  Depositor’s  right,
title and  interest  in and to the  Mortgage  Loans and other  assets in the Trust Fund  pursuant  to this
Agreement  shall  constitute  a purchase  and sale and not a loan,  in the event that such  conveyance  is
deemed to be a loan,  it is the  intent of the  parties  to this  Agreement  that the  Depositor  shall be
deemed  to have  granted  to the  Trustee  a first  priority  perfected  security  interest  in all of the
Depositor’s  right,  title and interest in, to and under the Mortgage  Loans and other assets in the Trust
Fund,  and  that  this  Agreement  shall  constitute  a  security  agreement  under  applicable  law.  The
Depositor,  the Seller and the Trustee  agree that it is not intended  that any Mortgage  Loan be conveyed
to the Trust that is either (i) a “High-Cost  Home Loan” as defined in the New Jersey Home  Ownership  Act
effective  November  27,  2003,  (ii) a  “High-Cost  Home Loan” as  defined  in the New  Mexico  Home Loan
Protection  Act  effective  January  1, 2004  (iii) a “High  Cost Home  Mortgage  Loan” as  defined in the
Massachusetts  Predatory  Home Loan  Practices  Act effective  November 7, 2004 or (iv) a “High-Cost  Home
Loan” as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.

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

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

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

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

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

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

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

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

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

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

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

         (c)      In the event that a Mortgage  Loan is  purchased  by the Sponsor (on its own behalf as a
Seller or on behalf of Master  Funding) in  accordance  with  Sections  2.02(a) or (b) above,  the Sponsor
shall  remit to the  Securities  Administrator,  the  Repurchase  Price for  deposit  in the  Distribution
Account  and  the  Sponsor  shall  provide  to  the  Securities  Administrator  and  the  Trustee  written
notification  detailing the components of the Repurchase  Price.  Upon deposit of the Repurchase  Price in
the  Distribution  Account,  the Depositor  shall notify the Trustee and the  Custodian,  on behalf of the
Trustee (upon receipt of a Request for Release in the form of  Exhibit D-1  or Exhibit D-2, as applicable,
attached  hereto with respect to such Mortgage  Loan),  shall release to the Sponsor the related  Mortgage
File and the  Trustee  shall  execute  and deliver all  instruments  of  transfer or  assignment,  without
recourse,  representation  or warranty,  furnished to it by the Sponsor,  as are  necessary to vest in the
Sponsor title to and rights under the Mortgage  Loan.  Such  purchase  shall be deemed to have occurred on
the date on which the Repurchase  Price in available  funds is received by the  Securities  Administrator.
The Sponsor shall amend the Mortgage Loan Schedule to reflect such  repurchase and shall  promptly  notify
the Trustee, the Securities  Administrator,  the Master Servicer, the Custodian and the Rating Agencies of
such  amendment.  The  obligation of the Sponsor to repurchase  (on its own behalf and on behalf of Master
Funding) any Mortgage  Loan as to which such a defect in a constituent  document  exists shall be the sole
remedy respecting such defect available to the Certificateholders or to the Trustee on their behalf.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 2.07.     [Reserved]

         Section 2.08.       Purposes and Powers of the Trust.

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

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

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

         (c)      to make payments on the Certificates;

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

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

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

                                               ARTICLE III
                              Administration and Servicing of Mortgage Loans

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

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

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

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

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

         Section 3.02.     REMIC-Related  Covenants.  For as long as each 2007-1  REMIC shall  exist,  the
Trustee and the Securities  Administrator shall act in accordance herewith to assure continuing  treatment
of such 2007-1 REMIC as a REMIC,  and the Trustee and the Securities  Administrator  shall comply with any
directions  of the  Depositor,  the  related  Servicer or the Master  Servicer  to assure such  continuing
treatment.  In particular,  the Securities  Administrator  shall not (a) sell or permit the sale of all or
any portion of the  Mortgage  Loans or of any  investment  of deposits in an Account  (except as otherwise
expressly  permitted by this  Agreement)  unless such sale is as a result of a repurchase  of the Mortgage
Loans pursuant to this Agreement or the Securities  Administrator  has received a REMIC Opinion  addressed
to the  Securities  Administrator  prepared  at the  expense  of the Trust  Fund;  and (b) other than with
respect to a  substitution  pursuant to the  Mortgage  Loan  Purchase  Agreement or  Section 2.04  of this
Agreement,  as  applicable,  accept any  contribution  to any 2007-1  REMIC  after the Startup Day without
receipt of a REMIC Opinion addressed to the Securities Administrator.

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

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

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

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

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

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

         Section 3.05.     Power  to Act;  Procedures.  The  Master  Servicer  shall  master  service  the
Mortgage  Loans and  shall  have  full  power and  authority,  subject  to the  REMIC  Provisions  and the
provisions  of Article X hereof,  to do any and all things  that it may deem  necessary  or  desirable  in
connection with the master servicing and  administration of the Mortgage Loans,  including but not limited
to the power and  authority  (i) to  execute  and  deliver,  on behalf of the  Certificateholders  and the
Trustee,  customary consents or waivers and other instruments and documents,  (ii) to consent to transfers
of any Mortgaged  Property and assumptions of the Mortgage Notes and related  Mortgages,  (iii) to collect
any Insurance Proceeds and Liquidation  Proceeds,  and (iv) to effectuate  foreclosure or other conversion
of the ownership of the Mortgaged  Property  securing any Mortgage Loan, in each case, in accordance  with
the provisions of this Agreement and the Servicing Agreement, as applicable;  provided,  however, that the
Master  Servicer  shall not (and,  consistent  with its  responsibilities  under  Section 3.03,  shall not
authorize any Servicer to) knowingly or intentionally  take any action,  or fail to take (or fail to cause
to be taken) any action  reasonably  within its  control  and the scope of duties  more  specifically  set
forth herein,  that,  under the REMIC  Provisions,  if taken or not taken, as the case may be, would cause
any 2007-1  REMIC to fail to qualify as a REMIC or result in the  imposition  of a tax upon the Trust Fund
(including but not limited to the tax on prohibited  transactions as defined in  Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in  Section 860G(d)  of the Code) unless the Master
Servicer  has  received  an Opinion  of Counsel  (but not at the  expense of the Master  Servicer)  to the
effect  that the  contemplated  action  would not cause any 2007-1  REMIC to fail to qualify as a REMIC or
result in the  imposition of a tax upon any 2007-1 REMIC.  The Trustee shall furnish the Master  Servicer,
upon  written  request  from a  Servicing  Officer,  with any  powers of  attorney  empowering  the Master
Servicer or any  Servicer to execute  and deliver  instruments  of  satisfaction  or  cancellation,  or of
partial or full release or discharge,  and to foreclose upon or otherwise  liquidate  Mortgaged  Property,
and to appeal,  prosecute or defend in any court action  relating to the Mortgage  Loans or the  Mortgaged
Property,  in accordance  with the  applicable  Servicing  Agreement and this  Agreement,  and the Trustee
shall execute and deliver such other documents,  as the Master Servicer may request,  to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its duties  hereunder,  in each
case in accordance with Accepted Master  Servicing  Practices (and the Trustee shall have no liability for
misuse of any such powers of attorney by the Master  Servicer  or any  Servicer).  If the Master  Servicer
or the Trustee  has been  advised  that it is likely  that the laws of the state in which  action is to be
taken  prohibit  such action if taken in the name of the Trustee or that the  Trustee  would be  adversely
affected  under the doing  business  or tax laws of such state if such action is taken in its name,  the
Master  Servicer shall join with the Trustee in the  appointment of a co-trustee  pursuant to Section 9.11
hereof.  In the  performance  of its  duties  hereunder,  the  Master  Servicer  shall  be an  independent
contractor and shall not,  except in those  instances  where it is taking action in the name of the Trust,
be deemed to be the agent of the Trust.

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

         Section 3.07.     Release of Mortgage  Files.  (a) Upon becoming  aware of the payment in full of
any  Mortgage  Loan,  or the  receipt by any  Servicer  of a  notification  that  payment in full has been
escrowed  in a  manner  customary  for  such  purposes  for  payment  to  Certificateholders  on the  next
Distribution  Date, the Servicer will, if required  under the  applicable  Servicing  Agreement (or if the
Servicer  does not,  the  Master  Servicer  may),  promptly  furnish  to the  Custodian,  on behalf of the
Trustee,  two copies of a  certification  substantially  in the form of Exhibit D-1 or Exhibit D-2 hereto,
as  applicable  (or as  otherwise  provided  in the  related  Custodial  Agreement)  signed by a Servicing
Officer or in a mutually  agreeable  electronic  format  which will,  in lieu of a signature  on its face,
originate from a Servicing Officer (which  certification  shall include a statement to the effect that all
amounts  received in  connection  with such payment  that are  required to be  deposited in the  Protected
Account  maintained by the applicable  Servicer  pursuant to Section 4.01,  or by the applicable  Servicer
pursuant  to its  Servicing  Agreement,  have been or will be so  deposited)  and shall  request  that the
Custodian,  on behalf of the Trustee,  deliver to the applicable  Servicer the related Mortgage File. Upon
receipt of such  certification  and  request,  the  Custodian,  on behalf of the Trustee,  shall  promptly
release the related  Mortgage File to the applicable  Servicer and the Trustee and Custodian shall have no
further  responsibility  with regard to such Mortgage File.  Upon any such payment in full,  each Servicer
is  authorized,  to give, as agent for the Trustee,  as the mortgagee  under the Mortgage that secured the
Mortgage Loan, an instrument of satisfaction  (or assignment of mortgage without  recourse)  regarding the
Mortgaged  Property subject to the Mortgage,  which instrument of satisfaction or assignment,  as the case
may be, shall be delivered to the Person or Persons  entitled  thereto  against  receipt  therefor of such
payment,  it being  understood and agreed that no expenses  incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the Protected Account.

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

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

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

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

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

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

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

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

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

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

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

         Section 3.14.     Compensation for the Master  Servicer.  The Master Servicer will be entitled to
the income and gain realized  from any  investment  of funds in the  Distribution  Account as set forth in
Section  4.04(f) for the  performance of its activities  hereunder.  The Master Servicer shall be required
to pay all expenses  incurred by it in connection with its activities  hereunder and shall not be entitled
to reimbursement therefor except as provided in this Agreement.

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

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

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

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

         Section 3.16.     Annual  Statement as to  Compliance.  The Master  Servicer  and the  Securities
Administrator   shall  deliver  (or  otherwise  make  available)  to  the  Depositor  and  the  Securities
Administrator,  not later than March 15 of each calendar year beginning in 2008, an Officer's  Certificate
(an “Annual  Statement of Compliance”)  stating,  as to each signatory  thereof,  that (i) a review of the
activities  of each such party  during  the  preceding  calendar  year and of its  performance  under this
Agreement  has  been  made  under  such  officer’s  supervision  and  (ii) to the  best of such  officer's
knowledge,  based on such review,  such party has fulfilled all of its obligations under this Agreement in
all  material  respects  throughout  such  year,  or,  if there  has been a failure  to  fulfill  any such
obligation  in any material  respect,  specifying  each such failure  known to such officer and the nature
and  status  of  cure  provisions   thereof.   Such  Annual  Statement  of  Compliance  shall  contain  no
restrictions  or  limitations  on its use.  The Master  Servicer  shall  enforce  the  obligation  of each
Servicer,  to the  extent  set forth in the  related  Servicing  Agreement,  to  deliver a similar  Annual
Statement of Compliance by that Servicer to the Depositor and the  Securities  Administrator  as described
above as and when  required  with  respect to the Master  Servicer.  In the event that  certain  servicing
responsibilities  with  respect to the Mortgage  Loans have been  delegated  by the Master  Servicer,  the
Securities  Administrator  or a Servicer to a subservicer or  subcontractor,  each such entity shall cause
such  subservicer or subcontractor  (and with respect to each Servicer,  the Master Servicer shall enforce
the obligation of such Servicer to the extent required under the related  Servicing  Agreement) to deliver
a similar Annual  Statement of Compliance by that  subservicer or  subcontractor  to the Depositor and the
Securities  Administrator  as described  above as and when required with respect to the Master Servicer or
the related Servicer, as the case may be.

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

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

         Section 3.17.     Assessments of Compliance  and  Attestation  Reports.  Pursuant to Rules 13a-18
and  15d-18 of the  Exchange  Act and Item 1122 of  Regulation  AB, the Master  Servicer,  the  Securities
Administrator  and the Custodian (to the extent set forth in this Section)  (each,  an Attesting  Party)
shall deliver (or otherwise  make  available) to the  Depositor,  the Master  Servicer and the  Securities
Administrator  on or before March 15 of each  calendar  year  beginning in 2008, a report  regarding  such
Attesting  Party's  assessment of compliance (an Assessment of Compliance)  with the Servicing  Criteria
during the preceding  calendar year.  The  Assessment of  Compliance,  as set forth in Regulation AB, must
contain the following:

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

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

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

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

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

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

         On or before  March 15 of each  calendar  year  beginning  in 2008,  each  Attesting  Party shall
furnish to the Master Servicer,  the Depositor and the Securities  Administrator a report (an Attestation
Report) by a  registered  public  accounting  firm that  attests to, and  reports on, the  Assessment  of
Compliance  made by the related  Attesting  Party,  as required by Rules 13a-18 and 15d-18 of the Exchange
Act and  Item  1122(b)  of  Regulation  AB,  which  Attestation  Report  must be made in  accordance  with
standards for  attestation  reports issued or adopted by the Public Company  Accounting  Oversight  Board.
Such Attestation Report shall contain no restrictions or limitations on its use.

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

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

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

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

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

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

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

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

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

                  (iii)    (A)  Within  90 days  after  the end of each  fiscal  year of the Trust or such
earlier  date as may be required by the Exchange Act (the “10-K  Filing  Deadline”)  (it being  understood
that the fiscal year for the Trust ends on  December  31st of each year),  commencing  in March 2008,  the
Securities  Administrator  shall  prepare  and  file on  behalf  of the  Trust a Form  10-K,  in form  and
substance as required by the Exchange  Act.  Each such Form 10-K shall  include the  following  items,  in
each case to the extent they have been  delivered to the  Securities  Administrator  within the applicable
time  frames set forth in this  Agreement,  (I) an annual  compliance  statement  for each  Servicer,  the
Master Servicer,  the Securities  Administrator  and any subservicer or subcontractor,  as applicable,  as
described  under Section 3.16,  (II)(A) the annual  reports on  assessment  of compliance  with  Servicing
Criteria for the Master  Servicer,  each  subservicer  and  subcontractor  Participating  in the Servicing
Function,  the Securities  Administrator  and the Custodian,  as described  under Section 3.17, and (B) if
any such report on  assessment  of  compliance  with  Servicing  Criteria  described  under  Section  3.17
identifies   any  material   instance  of   noncompliance,   disclosure   identifying   such  instance  of
noncompliance,  or if any such report on assessment of compliance with Servicing  Criteria described under
Section  3.17 is not  included  as an  exhibit  to such Form  10-K,  disclosure  that  such  report is not
included and an explanation  why such report is not included,  (III)(A) the registered  public  accounting
firm  attestation  report for the Master  Servicer,  each  Servicer,  the Securities  Administrator,  each
subservicer,  each  subcontractor as applicable,  and the Custodian,  as described under Section 3.17, and
(B) if any registered  public  accounting firm attestation  report described under Section 3.17 identifies
any material instance of noncompliance,  disclosure identifying such instance of noncompliance,  or if any
such  registered  public  accounting  firm  attestation  report is not included as an exhibit to such Form
10-K,  disclosure  that such report is not included and an  explanation  why such report is not  included,
and (IV) a  Sarbanes-Oxley  Certification  (Sarbanes-Oxley  Certification)  as described in this Section
3.18 (a)(iii)(D)  below (provided,  however,  that the Securities  Administrator,  at its discretion,  may
omit from the Form 10-K any annual compliance  statement,  assessment of compliance or attestation  report
that is not  required to be filed with such Form 10-K  pursuant  to  Regulation  AB).  Any  disclosure  or
information  in  addition  to (I)  through  (IV) above  that is  required  to be  included  on  Form  10-K
(Additional Form 10-K Disclosure)  shall,  pursuant to the paragraph  immediately  below, be reported by
the  parties  set forth on Exhibit Q to the  Securities  Administrator  and the  Depositor,  approved  for
inclusion by the  Depositor,  and the  Securities  Administrator  will have no duty or  liability  for any
failure  hereunder to determine  or prepare any  Additional  Form 10-K  Disclosure  absent such  reporting
(other than with  respect to case in which the  Securities  Administrator  is the  reporting  party as set
forth in Exhibit Q) and approval.

         (B)      No later  than  March 15 of each year  that the Trust is  subject  to the  Exchange  Act
         reporting  requirements,  commencing  in 2008,  (i) the  parties  set forth in Exhibit Q shall be
         required to provide,  and the Master  Servicer shall enforce the obligations of each Servicer (to
         the  extent  provided  in the  related  Servicing  Agreement)  to  provide,  pursuant  to Section
         3.18(a)(iv)  below to the Securities  Administrator  and the Depositor,  to the extent known by a
         responsible  officer  thereof,  in  EDGAR-compatible  form,  or in such other  form as  otherwise
         agreed upon by the  Securities  Administrator  and the  Depositor  and such  party,  the form and
         substance of any Additional  Form 10-K  Disclosure,  if  applicable,  and (ii) the Depositor will
         approve,  as to form and  substance,  or  disapprove,  as the case may be, the  inclusion  of the
         Additional  Form 10-K  Disclosure  on Form  10-K.  The  Depositor  shall be  responsible  for any
         reasonable fees and expenses  assessed or incurred by the Securities  Administrator in connection
         with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 3.22.     Reserved.

         Section 3.23.     Intention of the Parties and Interpretation.

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

                                                ARTICLE IV
                                                 Accounts

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

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

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

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

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

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

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

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

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

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

         Section 4.02.     [Reserved].

         Section 4.03.     [Reserved].

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (k)      to  reimburse  or pay any  Servicer  any  such  amounts  as are due  thereto  under  the
applicable  Servicing  Agreement  and have not been  retained  by or paid to the  Servicer,  to the extent
provided in the related  Servicing  Agreement  (including any amounts owed to the Company for any Mortgage
Loans  subserviced  on behalf of the  Company,  to the extent  such  amounts  are  received  by the Master
Servicer or the Securities Administrator);

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

         (m)      to remove amounts deposited in error;

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

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

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

         (q)               On each Distribution  Date, the Securities  Administrator  shall distribute the
Interest Funds,  Principal Funds and Available Funds to the extent on deposit in the Distribution  Account
for each Loan Group or  Sub-Loan  Group,  as  applicable,  to the Holders of the related  Certificates  in
accordance with Article VI.

         Section 4.06. Reserve Fund. (a) On or before the Closing Date, the Securities Administrator shall
establish one  or more  segregated  trust  accounts  (the  "Reserve  Fund") in the name of the  Trustee on
behalf  of the  Holders  of  the Group  I  Offered,  the  Class  I-B-4  Certificates  and the  Class  B-IO
Certificates.  The Reserve Fund must be an Eligible  Account.  The Reserve Fund shall be entitled “Reserve
Fund,  Citibank,  N.A. as Trustee f/b/o holders of Structured  Asset Mortgage  Investments  II Inc.,  Bear
Stearns  ALT-A  Trust  2007-1,  Mortgage  Pass-Through  Certificates,   Series  2007-1."   The  Securities
Administrator  shall demand  payment of all money  payable by the  Counterparty  under the Cap  Contracts.
The  Securities  Administrator  shall  deposit in the Reserve  Fund all  payments  received by it from the
Counterparty  pursuant  to the Cap  Contracts  and,  prior to  distribution  of such  amounts  pursuant to
Section 6.01(a),  all payments  described under the Ninth and Tenth clauses of Section  6.01(a).   All Cap
Contract  Payment  Amounts  received from Cap Contracts and  the amounts  described in the Ninth and Tenth
clauses of Section  6.01(a)  deposited to the Reserve  Fund shall be held by the Securities  Administrator
in the name of the  Trustee on behalf of the Trust,  in trust for the  benefit of the Holders of the Group
I  Offered   Certificates  and  the  Class  I-B-4  Certificates,   as  applicable,   and  the  Class  B-IO
Certificateholders in  accordance  with the terms and provisions of this Agreement.  On each  Distribution
Date, the Securities  Administrator  shall distribute  amounts on deposit in the Reserve Fund to the Group
I Offered,  Class I-B-4 and Class B-IO  Certificateholders  in accordance with the Ninth and Tenth clauses
of Section 6.01(a) and Section 6.01(b).

         (b)      The  Reserve  Fund  is  an  “outside  reserve  fund”  within  the  meaning  of  Treasury
Regulation  Section  1.860G-2(h)  and shall be an asset of the Trust  Fund but not an asset of any  2007-1
REMIC.  The  Securities  Administrator  on behalf of the Trust shall be the  nominal  owner of the Reserve
Fund. For federal income tax purposes,  the Class  B-IO Certificateholders  shall be the beneficial owners
of the Reserve Fund,  subject to the power of the  Securities  Administrator  to distribute  amounts under
the Tenth and  Eleventh clauses  of Section  6.01(a) and Section 6.01(b) and shall report items of income,
deduction,  gain or loss arising therefrom.  For federal income tax purposes,  (i) amounts  distributed to
Group I  Certificateholders  pursuant to the Tenth and Eleventh clauses of Section 6.01(a) will be treated
as  first  distributed  to  the  Class  B-IO   Certificateholders  and  then  paid  from  the  Class  B-IO
Certificateholders  to the applicable  Group I Offered or Class I-B-4  Certificateholders.  Amounts in the
Reserve  Fund  held in  trust  for the  benefit  of the  Group I  Offered,  Class  I-B-4  and  Class  B-IO
Certificateholders  shall, at the written direction of the Class B-IO  Certificateholders,  be invested in
Permitted  Investments  that  mature  no  later  than  the  Business  Day  prior  to the  next  succeeding
Distribution  Date.  If no written  direction  is  received,  the amounts in the Reserve Fund shall remain
uninvested.  Any  losses  on such  Permitted  Investments  shall  not in any  case be a  liability  of the
Securities  Administrator  but  an  amount  equal  to  such  losses  shall  be  given  by the  Class  B-IO
Certificateholders to the Securities  Administrator out of such  Certificateholders’ own funds immediately
as realized,  for deposit by the  Securities  Administrator  into the Reserve Fund. To the extent that the
Class B-IO  Certificateholders  have provided the Securities  Administrator with such written direction to
invest such funds in Permitted Investments,  on each Distribution Date the Securities  Administrator shall
distribute all net income and gain from such  Permitted  Investments in the Reserve Fund to the Class B-IO
Certificateholders,  not as a  distribution  in respect of any interest in any 2007-1  REMIC.  All amounts
earned on amounts on deposit  in the  Reserve  Fund held in trust for the  benefit of the Group I Offered,
Class I-B-4 and Class B-IO Certificateholders shall be taxable to the Class B-IO Certificateholders.

         Section 4.07.     Class XP Reserve  Account.  (a) The Securities  Administrator  shall  establish
and  maintain  with itself a  separate,  segregated  trust  account,  which shall be an Eligible  Account,
titled “Reserve Account,  Wells Fargo Bank, National Association,  as Securities  Administrator f/b/o Bear
Stearns ALT-A Trust  2007-1,  Mortgage  Pass-Through  Certificates,  Series  2007-1,  Class XP”.  Funds on
deposit in the Class XP Reserve  Account shall be held in trust by the  Securities  Administrator  for the
holders of the Class XP  Certificates.  On the Closing  Date,  the  Depositor  shall deposit $100 into the
Class XP Reserve  Account.  The Class XP Reserve  Account  will not  represent  an  interest in any 2007-1
REMIC.

         (b)      Any amount on deposit in the Class XP Reserve Account shall be held  uninvested.  On the
Business Day prior to each  Distribution  Date,  the  Securities  Administrator  shall withdraw the amount
then on deposit in the Class XP Reserve Account and deposit such amount into the  Distribution  Account to
be distributed to the Holders of the Class XP  Certificates  in accordance  with Section  6.01(c) and with
regards to the initial  $100  deposit,  this  Section  4.07.  The initial  $100  deposited in the Class XP
Reserve  Account  shall be applied  to the Class XP  Certificates  on a pro rata  basis  upon the  initial
certificate  balances  stated  on the  Class XP  Certificates.  In  addition,  on the  earlier  of (x) the
Business Day prior to the  Distribution  Date on which all the assets of the Trust Fund are repurchased as
described in Section 10.01(a) and (y) the Business Day prior to the  Distribution  Date occurring in April
2012, the Securities  Administrator  shall withdraw the amount on deposit in the Class XP Reserve Account,
deposit such amount into the  Distribution  Account and remit such amount to the Securities  Administrator
and  provide  written  instruction  to the  Securities  Administrator  to pay such  amount to the Class XP
Certificates  in accordance  with this Section 4.07 and Section  6.01(c) and following such withdrawal the
Class XP Reserve Account shall be closed.

         Section 4.08.     Posted  Collateral  Account.  The Trustee  may,  and does  hereby,  appoint the
Securities  Administrator as its custodian under any Cap Contract.  Upon the occurrence of a Rating Agency
Downgrade  (as  defined in the related Cap  Contract)  or as  otherwise  provided in a Cap  Contract,  the
Securities  Administrator,  on behalf of the Trustee,  shall  establish  and maintain a Posted  Collateral
Account,  which shall be  denominated  “Citibank,  N.A.,  as Trustee  f/b/o  holders of  Structured  Asset
Mortgage  Investments  II Inc.,  Bear Stearns  ALT-A Trust  2007-1,  Mortgage  Pass-Through  Certificates,
Series  2007-1  -  Posted  Collateral  Account.”  The  Posted  Collateral  Account  shall  be an  Eligible
Account.  The Securities  Administrator  shall deposit into such account any amounts required to be posted
by the Counterparty pursuant to a Cap Contract.

                                                ARTICLE V
                                               Certificates

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

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

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

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

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

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

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

                                                                                Initial
Class Designation for each REMIC I     Type of        Uncertificated        Uncertificated
             Interest                  Interest     Pass-Through Rate      Principal Balance
------------------------------------ ------------- --------------------- ----------------------
Y-1                                    Regular         Variable(1)              $190,234.16
Y-2                                    Regular         Variable(2)               $40,866.07
Z-1                                    Regular         Variable(1)          $380,303,021.63
Z-2                                    Regular         Variable(2)           $81,691,273.86
Component I of the Class R             Residual            (3)                      $0
Certificates

_______________________
 (1) Interest  distributed to REMIC I Regular  Interests Y-1 and Z-1 on each  Distribution  Date will have
     accrued at the weighted  average of the Net Rates for the Sub-Loan  Group II-1 Mortgage  Loans on the
     applicable Uncertificated Principal Balance outstanding immediately before such Distribution Date.
(2)  Interest  distributed to REMIC I  Regular  Interests Y-2 and Z-2 on each  Distribution  Date will
     have accrued at the weighted  average of the Net Rates for the Sub-Loan  Group II-2 Mortgage Loans on
     the applicable  Uncertificated  Principal Balance  outstanding  immediately  before such Distribution
     Date.
(3)  Component I of the Class R Certificates will not bear interest.

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

                                                                                Initial
Class Designation for each REMIC II     Type of        Uncertificated        Uncertificated
                Interest               Interest     Pass-Through Rate      Principal Balance
------------------------------------ ------------- --------------------- ----------------------
II-1A                                  Regular         Variable(1)          $350,244,000.00
II-2A                                  Regular         Variable(2)           $75,234,000.00
II-B-1                                 Regular         Variable((3)          $13,173,000.00
II-B-2                                 Regular         Variable((3)           $8,550,000.00
II-B-3                                 Regular         Variable(3)            $5,316,000.00
II-B-4                                 Regular         Variable(3)            $5,085,000.00
II-B-5                                 Regular         Variable(3)            $2,773,000.00
II-B-6                                 Regular         Variable(3)            $1,850,395.72
Component II of the Class R            Residual            (4)                     $0
Certificates
_______________________
(1)  REMIC II Regular  Interest  II-1A will bear  interest  at a variable  Pass-Through  Rate equal to the
     weighted average of the Net Rates of the Sub-Loan Group II-1 Mortgage Loans.
(2)  REMIC II Regular  Interests  II-2A will bear  interest at a variable  Pass-Through  Rate equal to the
     weighted average of the Net Rates of the Sub-Loan Group II-2 Mortgage Loans.
(3)  REMIC II  Regular  Interests  II-B-1,  II-B-2,  II-B-3,  II-B-4,  II-B-5  and  II-B-6  will each bear
     interest at a variable  Pass-Through  Rate equal to the weighted  average of the weighted average Net
     Rate of the Mortgage  Loans in each  Sub-Loan  Group in Loan Group II weighted in  proportion  to the
     excess  of the  aggregate  Stated  Principal  Balance  of each  Sub-Loan  Group  over  the  aggregate
     Certificate  Principal  Balance of the related Senior  Certificates  (other than the Senior  Interest
     Only Certificates).
(4)  Component II of the Class R Certificates will not bear interest.

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

                                                                                Initial
 Class Designation for each REMIC      Type of        Uncertificated        Uncertificated
           III Interest                Interest     Pass-Through Rate      Principal Balance
------------------------------------ ------------- --------------------- ----------------------
LT1                                    Regular         Variable(1)          $405,744,505.28
LT2                                    Regular         Variable(1)               $12,746.90
LT3                                    Regular            0.00%                  $27,834.39
LT4                                    Regular         Variable(2)               $27,834.39
Component III of the Class R           Regular             (3)                        $0
Certificates

_________________________

(1)  REMIC III Regular  Interests  LT1 and LT2 will bear interest at a variable rate equal to the weighted
     average of the Net Rates on the Group I Mortgage Loans.
(2)  REMIC III Regular  Interest  LT4 will bear  interest at a variable  rate equal to twice the  weighted
     average of the Net Rates on the Group I Mortgage Loans.
(3)  Component III of the Class R Certificates will not bear interest.

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

         Class Designation for          Type of                 Initial Uncertificated   Uncertificated Pass-Through
         each REMIC IV Interest         Interest                  Principal Blance                 Rate
_______________________________________________________________________________________________________________
         I-A-1                          Regular                       $326,679,000.00              (1)
         I-A-2                          Regular                        $40,581,000.00              (1)
         II-1A-1                        Regular                       $319,995,000.00              (2)
         II-1A-2                        Regular                        $30,249,000.00              (2)
         II-1X-1                        Regular                                 $0.00              (3)
         II-2A-1                        Regular                        $68,736,000.00              (4)
         II-2A-2                        Regular                         $6,498,000.00              (4)
         II-2X-1                        Regular                                 $0.00              (5)
         II-B-1                         Regular                        $13,173,000.00              (6)
         II-BX-1                        Regular                                 $0.00              (7)
         II-B-2                         Regular                         $8,550,000.00              (8)
         II-B-3                         Regular                         $5,316,000.00              (8)
         II-B-4                         Regular                         $5,085,000.00              (8)
         II-B-5                         Regular                         $2,773,000.00              (8)
         II-B-6                         Regular                         $1,850,000.00              (8)
         I-M-1                          Regular                         $1,850,395.72              (1)
         I-M-2                          Regular                         $8,725,000.00              (1)
         I-B-1                          Regular                         $4,667,000.00              (1)
         I-B-2                          Regular                         $1,623,000.00              (1)
         I-B-3                          Regular                         $2,029,000.00              (1)
         I-B-4                          Regular                         $2,435,000.00              (1)
         XP                             Regular                               $100.00              (9)
         B-IO-I and B-IO-P              Regular                         $6,087,920.97              (10)
         Component IV of the
         Class R Certificates           Residual                                $0.00              (11)

_________________________

(1)  REMIC IV Regular  Interests I-A-1,  I-A-2,  I-M-1,  I-M-2,  I-B-1,  I-B-2,  I-B-3 and I-B-4 will bear
     interest at a variable rate equal to the least of (i) One-Month LIBOR plus the related  Margin,  (ii)
     11.50% and (iii) the Net Rate Cap.

(2)  On or prior to the  Distribution  Date in  December  2011,  REMIC IV Regular  Interests  II-1A-1  and
     II-1A-2 will bear interest at a variable  Pass-Through  Rate equal to the weighted average of the Net
     Rates of the Sub-Loan Group II Mortgage  Loans minus 0.486% per annum.  After the  Distribution  Date
     in December  2011,  REMIC IV Regular  Interests  II-1A-1 and II-1A-2 will bear interest at a variable
     Pass-Through  Rate  equal to the  weighted  average  of the Net  Rates  of the  Sub-Loan  Group  II-1
     Mortgage Loans.

(3)  On or prior to the  Distribution  Date in December 2011,  REMIC IV Regular Interest II-1X-1 will bear
     interest at a fixed  Pass-Through  Rate equal to 0.486% per annum based on a notional amount equal to
     the  aggregate  Certificate  Principal  Balance of REMIC IV Regular  Interests  II-1A-1 and  II-1A-2.
     After the  Distribution  Date in December 2011,  REMIC IV Regular  Interest II-1X-1 will not bear any
     interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.

(4)  On or prior to the  Distribution  Date in  December  2011,  REMIC IV Regular  Interests  II-2A-1  and
     II-2A-2 will bear interest at a variable  Pass-Through  Rate equal to the weighted average of the Net
     Rates of the  Sub-Loan  Group II-2  Mortgage  Loans minus  0.522% per annum.  After the  Distribution
     Date in  December  2011,  REMIC IV Regular  Interests  II-2A-1 and  II-2A-2  will bear  interest at a
     variable  Pass-Through  Rate equal to the  weighted  average of the Net Rates of the  Sub-Loan  Group
     II-2  Mortgage Loans.

(5)  On or prior to the  Distribution  Date in December 2011,  REMIC IV Regular Interest II-2X-1 will bear
     interest at a fixed  Pass-Through  Rate equal to 0.522% per annum based on a notional amount equal to
     the  aggregate  Certificate  Principal  Balance of REMIC IV Regular  Interests  II-2A-1 and  II-2A-2.
     After the  Distribution  Date in December 2011,  REMIC IV Regular  Interest II-2X-1 will not bear any
     interest and the Pass-Through Rate will be equal to 0.00% per annum thereon.

(6)  On or prior to the  Distribution  Date in December 2011,  REMIC IV Regular  Interest II-B-1 will bear
     interest at a variable  Pass-Through  Rate equal to the weighted  average of the weighted average Net
     Rate of the Mortgage  Loans in each  Sub-Loan  Group in Loan Group II weighted in  proportion  to the
     excess of the aggregate  Stated  Principal  Balance of the Mortgage  Loans  included in each Sub-Loan
     Group over the aggregate  Certificate  Principal  Balance of the related Senior  Certificates  (other
     than the Senior Interest Only  Certificates)  minus 0.325%.  After the Distribution  Date in December
     2011,  REMIC IV Regular Interest II-B-1 will bear interest at a variable  Pass-Through  rate equal to
     the weighted  average of the weighted  average Net Rate of the Mortgage  Loans in each Sub-Loan Group
     in Loan Group II weighted in proportion to the excess of the aggregate  Stated  Principal  Balance of
     the Mortgage Loans included in each Sub-Loan Group over the aggregate  Certificate  Principal Balance
     of the related Senior Certificates (other than the Senior Interest Only Certificates).

(7)  On or prior to the  Distribution  Date in December 2011, the REMIC IV Regular  Interest  II-BX-1 will
     bear  interest  at a fixed  pass-through  rate equal to  approximately  0.325%  per annum  based on a
     notional amount equal to the certificate  principal balance of the Class II-B-1  Certificates.  After
     the  Distribution  Date in December 2011, the Class II-BX-1  Certificates  will not bear any interest
     and the pass-through rate will be equal to 0.00% per annum thereon.

(8) REMIC IV Regular Interests  II-B-2,  II-B-3,  II-B-4,  II-B-5 and II-B-6 will each bear interest at a
     variable  Pass-Through  Rate equal to the weighted  average of the  weighted  average Net Rate of the
     Mortgage  Loans in each  Sub-Loan  Group in Loan Group II weighted in proportion to the excess of the
     aggregate  Stated  Principal  Balance of the Mortgage Loans in each Sub-Loan Group over the aggregate
     Certificate  Principal  Balance of the related Senior  Certificates  (other than the Senior  Interest
     Only Certificates).

(9)  The Class XP  Certificates  will not bear any interest.  The Class XP  Certificates  will be entitled
     to receive  Prepayment  Charges  collected with respect to the Prepayment  Charge Loans. The Class XP
     Certificates will not represent an interest in any REMIC.

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

(11) Component IV of the Class R Certificates will not bear interest.

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

                                                                  Initial
         Class Designation for each REMIC      Type of         Uncertificated          Uncertificated
         V Interest                            Interest      Principal Balance        Pass-Through Rate
         B-IO                                  Regular             $6,087,920.97             (1)
         Class R-X Certificates                Residual              $0                      (2)

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

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

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

         (f)      The  Certificates  shall be  substantially  in the forms set forth in Exhibits A-1, A-2,
A-3,  A-4,  A-5-1,  A-5-2,  A-6,  A-7, A-8,  A-9,  A-10 and A-11.  On original  issuance,  the  Securities
Administrator  shall sign,  countersign and shall deliver them at the direction of the Depositor.  Pending
the  preparation  of definitive  Certificates  of any Class,  the  Securities  Administrator  may sign and
countersign  temporary  Certificates  that  are  printed,   lithographed  or  typewritten,  in  authorized
denominations  for Certificates of such Class,  substantially of the tenor of the definitive  Certificates
in lieu of which  they are issued  and with such  appropriate  insertions,  omissions,  substitutions  and
other variations as the officers or authorized  signatories executing such Certificates may determine,  as
evidenced by their execution of such  Certificates.  If temporary  Certificates are issued,  the Depositor
will cause definitive  Certificates to be prepared without  unreasonable  delay.  After the preparation of
definitive  Certificates,  the temporary  Certificates  shall be exchangeable for definitive  Certificates
upon  surrender of the  temporary  Certificates  at the office of the  Securities  Administrator,  without
charge to the Holder.  Upon  surrender for  cancellation  of any one or more temporary  Certificates,  the
Securities  Administrator  shall sign and  countersign  and deliver in exchange  therefor a like aggregate
principal  amount,  in authorized  denominations  for such Class,  of definitive  Certificates of the same
Class.  Until so  exchanged,  such  temporary  Certificates  shall in all respects be entitled to the same
benefits as definitive Certificates.

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

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

         (i)      The Closing Date is hereby  designated  as the “startup” day of each 2007-1 REMIC within
the meaning of Section 860G(a)(9) of the Code.

         (j)      For  federal  income tax  purposes,  each  2007-1  REMIC shall have a tax year that is a
calendar year and shall report income on an accrual basis.

         (k)      The Securities  Administrator  on behalf of the Trustee shall cause each 2007-1 REMIC to
timely  elect  to  be  treated  as a  REMIC  under  Section 860D  of  the  Code.  Any  inconsistencies  or
ambiguities in this Agreement or in the  administration of any Trust established  hereby shall be resolved
in a manner that preserves the validity of such elections.

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

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

         (m)      Notwithstanding   anything   to  the   contrary   contained   herein,   the   Securities
Administrator  shall not permit the transfer of a beneficial  interest in a Class B-IO Certificate  unless
the transferee  executes and delivers to the Securities  Administrator any certification  that is required
pursuant to Section  9.10(f)  prior to transfer.   The following  legend shall be placed on the Class B-IO
Certificates,  whether upon original  issuance or upon issuance of any other Certificate of any such Class
in exchange therefor or upon transfer thereof:

                   NO  TRANSFER  OF ANY  CLASS   B-IO  CERTIFICATE  SHALL  BE  MADE  UNLESS  THE  PROPOSED
                  TRANSFEREE OF SUCH CLASS B-IO CERTIFICATE  PROVIDES TO THE SECURITIES  ADMINISTRATOR AND
                  ANY PAYING  AGENT THE  APPROPRIATE  TAX  CERTIFICATION  FORM (I.E.,  IRS FORM W-9 OR IRS
                  FORM W-8BEN,  W-8IMY,  W-8EXP OR W-8ECI,  AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO))
                  AND AGREES TO UPDATE SUCH FORMS (I) UPON  EXPIRATION OF ANY SUCH FORM,  (II) AS REQUIRED
                  UNDER THEN  APPLICABLE U.S.  TREASURY  REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT
                  SUCH FORM HAS BECOME OBSOLETE OR INCORRECT,  AS A CONDITION TO SUCH TRANSFER.  UNDER THE
                  AGREEMENT,  UPON RECEIPT OF ANY SUCH TAX  CERTIFICATION  FORM FROM A  TRANSFEREE  OF ANY
                  CLASS  B-IO   CERTIFICATE,   THE  SECURITIES   ADMINISTRATOR   SHALL  FORWARD  SUCH  TAX
                  CERTIFICATION  FORM  PROVIDED  TO IT TO THE  COUNTERPARTY.  EACH  HOLDER OF A CLASS B-IO
                  CERTIFICATE  AND EACH  TRANSFEREE  THEREOF  SHALL BE  DEEMED  TO HAVE  CONSENTED  TO THE
                  SECURITIES  ADMINISTRATOR  FORWARDING  TO THE  COUNTERPARTY  ANY SUCH TAX  CERTIFICATION
                  FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE  WITH THESE  TRANSFER  RESTRICTIONS.  ANY
                  PURPORTED  SALES OR TRANSFERS OF ANY CLASS B-IO  CERTIFICATE TO A TRANSFEREE  WHICH DOES
                  NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (b)      No  transfer,  sale  or  other  disposition  of  a  Residual  Certificate  (including  a
beneficial  interest  therein) may be made unless,  prior to the transfer,  sale or other disposition of a
Residual  Certificate,  the proposed transferee (including the initial purchasers thereof) delivers to the
Tax Matters  Person,  the  Securities  Administrator  and the  Depositor an affidavit in the form attached
hereto  as  Exhibit E  stating,  among  other  things,  that  as of the  date of  such  transfer  (i) such
transferee  is a Permitted  Transferee  and that  (ii) such  transferee  is not  acquiring  such  Residual
Certificate  for the  account of any person who is not a  Permitted  Transferee.  The Tax  Matters  Person
shall not consent to a transfer of a Residual  Certificate  if it has actual  knowledge that any statement
made in the  affidavit  issued  pursuant  to the  preceding  sentence  is not  true.  Notwithstanding  any
transfer,  sale or other  disposition  of a Residual  Certificate  to any  Person  who is not a  Permitted
Transferee,  such transfer,  sale or other  disposition  shall be deemed to be of no legal force or effect
whatsoever  and such Person shall not be deemed to be a Holder of a Residual  Certificate  for any purpose
hereunder,  including,  but not  limited  to,  the  receipt of  distributions  thereon.  If any  purported
transfer  shall be in violation of the provisions of this Section  5.05(b),  then the prior Holder thereof
shall,  upon  discovery that the transfer of such Residual  Certificate  was not in fact permitted by this
Section  5.05(b),  be restored to all rights as a Holder thereof  retroactive to the date of the purported
transfer.  None of the Securities  Administrator,  the Tax Matters Person or the Depositor  shall be under
any  liability  to any Person for any  registration  or  transfer  of a Residual  Certificate  that is not
permitted  by this  Section  5.05(b)  or for  making  payments  due on such  Residual  Certificate  to the
purported  Holder  thereof or taking any other  action with  respect to such  purported  Holder  under the
provisions  of this  Agreement  so long as the  written  affidavit  referred  to above was  received  with
respect to such transfer, and the Tax Matters Person, the Securities  Administrator and the Depositor,  as
applicable,  had no knowledge  that it was untrue.  The prior Holder shall be entitled to recover from any
purported  Holder  of a  Residual  Certificate  that was in fact not a  permitted  transferee  under  this
Section  5.05(b) at the time it became a Holder  all  payments  made on such  Residual  Certificate.  Each
Holder of a  Residual  Certificate,  by  acceptance  thereof,  shall be deemed  for all  purposes  to have
consented  to the  provisions  of this  Section  5.05(b) and to any  amendment  of this  Agreement  deemed
necessary  (whether as a result of new  legislation  or otherwise) by counsel of the Tax Matters Person or
the  Depositor to ensure that the Residual  Certificates  are not  transferred  to any Person who is not a
Permitted  Transferee  and that any transfer of such Residual  Certificates  will not cause the imposition
of a tax upon the Trust or cause any 2007-1 REMIC to fail to qualify as a REMIC.

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

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

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

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

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

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

         (c)      Each beneficial owner of a Class I-M-1,  Class I-M-2,  Class I-B-1,  Class I-B-2,  Class
I-B-3, Class I-B-4, Class II-B-1,  Class II-BX-1,  Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-4,
Class II-B-5 or Class II-B-6  Certificate or any interest therein shall be deemed to have represented,  by
virtue of its  acquisition  or holding of that  certificate  or  interest  therein,  that  either (i) such
Certificate is rated at least “BBB-” or its equivalent by S&P or Moody’s,  (ii) such  beneficial  owner is
not a Plan or investing with “plan assets” of any Plan, or (iii) (1) it is an insurance  company, (2) the
source of funds used to acquire or hold the  certificate  or  interest  therein is an  “insurance  company
general account,” as such term is defined in Prohibited  Transaction  Class Exemption  (“PTCE”) 95-60, and
(3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

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

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

                                                ARTICLE VI
                                      Payments to Certificateholders

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

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

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

                  2.       From remaining  Interest Funds, to the Class I-M-1,  Class I-M-2,  Class I-B-1,
         Class I-B-2, Class I-B-3 and Class I-B-4 Certificates,  sequentially,  in that order, the Current
         Interest for each such Class;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Ninth,   from  any  remaining  Excess  Cashflow,   the  following  amounts  to  the  Class  I-B-4
Certificates:  (a) any Interest  Carry Forward  Amount and then (b) any Unpaid  Realized  Loss Amount,  in
each case for such Class for such Distribution Date;

         Tenth,  from any remaining Excess Cashflow,  to each Class of Class I-A  Certificates,  any Basis
Risk  Shortfall  Carryforward  Amount  (remaining  unpaid  after  payments  are made under the related Cap
Contracts) for each such Class for such  Distribution  Date,  pro rata,  based on the Basis Risk Shortfall
and Basis Risk  Shortfall  Carry  Forward  Amount  owed to each such Class (any such  amounts  being first
deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.06);

         Eleventh,  from any remaining  Excess  Cashflow,  to the Class I-M-1,  Class I-M-2,  Class I-B-1,
Class  I-B-2,  Class  I-B-3 and  Class  I-B-4  Certificates,  in that  order,  any  Basis  Risk  Shortfall
Carryforward  Amount (remaining  unpaid after payments are made under the related Cap Contracts),  in each
case for such Class for such  Distribution  Date (any such  amounts  being  first  deposited  to, and then
immediately withdrawn from, the Reserve Fund as provided in Section 4.06);

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

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

         Fourteenth any remaining amounts to the Residual Certificates.

         All  payments  of  amounts  in  respect  of  Basis  Risk   Shortfalls  or  Basis  Risk  Shortfall
Carryforward  Amounts made pursuant to the provisions of this paragraph (a) shall,  for federal income tax
purposes,  be deemed to have been distributed from REMIC V to the holders of the Class B-IO  Certificates,
and then paid  outside of any 2007-1  REMIC to the  recipients  thereof  pursuant to an interest  rate cap
contract.  By  accepting  their  Certificates  the  holders  of the  Certificates  agree so to treat  such
payments for purposes of filing their income tax returns.

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

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

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

                  (iii)    third, from any remaining  amounts,  available from the Cap Contracts  relating
to the  Group I  Offered  Certificates  and  the  Class  I-B-4  Certificates,  first  to the  Class  I-A-1
Certificates  and the Class I-A-2  Certificates,  pro rata, and then to the Class I-M-1,  the Class I-M-2,
the Class I-B-1, the Class I-B-2, the Class I-B-3 and the Class I-B-4  Certificates,  in that order, Basis
Risk  Shortfall  Carry  Forward  Amounts (to the extent not paid pursuant to clause (i) above) and Current
Interest and Interest  Carry  Forward  Amounts for such Classes (to the extent not paid pursuant to clause
(ii) above or not covered by Interest Funds or Excess Cashflow) on such Distribution Date; and

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

         On each  Distribution  Date,  amounts on deposit in the Reserve  Fund held for the benefit of the
Group I Offered  Certificates  and the Class I-B-4  Certificates  will be allocated first to the Class I-A
Certificates,  pro rata,  based on the current  Realized  Losses and any Unpaid  Realized  Loss Amount for
each such Class for such Distribution  Date, and then to the Class I-M-1,  Class I-M-2, Class I-B-1, Class
I-B-2,  Class I-B-3 and Class I-B-4  Certificates,  in that order, to pay any current  Realized Losses and
any Unpaid  Realized  Loss  Amount,  in each case,  for such Class and for such  Distribution  Date to the
extent not covered by Excess Cashflow on such Distribution Date.

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

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

         (d)      The  expenses and fees of the Trust shall be paid by each of the 2007-1  REMICs,  to the
extent that such expenses  relate to the assets of each of such  respective  2007-1 REMICs,  and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2007-1 REMICs.

         Section 6.02.     Distributions on the Group II Certificates.  (a)(i) Interest  and principal (as
applicable) on the Group II Certificates  will be distributed by the Securities  Administrator  monthly on
each  Distribution  Date,  commencing in February 2007, in an amount equal to the Available Funds for such
Loan Group on  deposit in the  Distribution  Account  for such  Distribution  Date.  On each  Distribution
Date,  the  Available  Funds in respect of Loan Group II on deposit in the  Distribution  Account shall be
distributed as follows:

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

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

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

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

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

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

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

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

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

         (D)               On each  Distribution Date prior to the Group II Cross-Over Date, but after the
         reduction of the aggregate  Certificate  Principal Balance of the Group II Senior Certificates in
         either  Sub-Loan  Group to zero,  the remaining  Certificate  Group in such Loan Group II will be
         entitled to receive in  reduction of their  Certificate  Principal  Balances,  in addition to any
         Principal  Prepayments  related  to such  remaining  Group  II  Senior  Certificates’  respective
         Sub-Loan Group allocated to such Senior  Certificates,  100% of the Principal  Prepayments on any
         Group II Mortgage  Loan in the Sub-Loan  Group relating  to any fully paid Sub-Loan  Group.  Such
         amounts  allocated  to Group II Senior  Certificates  shall be treated  as part of the  Available
         Funds for the  related  Sub-Loan  Group and  distributed  as part of the Group II Senior  Optimal
         Principal  Amount in accordance  with priority third in clauses (A) and (B) above, as applicable,
         in reduction of the Certificate  Principal Balances thereof.  Notwithstanding  the foregoing,  if
         (i) the  weighted  average of the Group II  Subordinate  Percentages  on such  Distribution  Date
         equals  or  exceeds  two  times  the  initial  weighted  average  of  the  Group  II  Subordinate
         Percentages  and (ii) the aggregate  Stated  Principal  Balance of the Group II Mortgage Loans in
         both Sub-Loan  Groups  Delinquent 60 days or more  (including  for this purpose any such Mortgage
         Loans in  foreclosure  and Group II Mortgage  Loans with  respect to which the related  Mortgaged
         Property has been acquired by the Trust),  averaged over the last six months,  as a percentage of
         the sum of the aggregate Certificate  Principal Balance of the Group II Subordinate  Certificates
         does not exceed 100%,  then the  additional  allocation of Principal  Prepayments to the Group II
         Senior  Certificates  in  accordance  with this clause will not be made and 100% of the Principal
         Prepayments  on any Group II  Mortgage  Loan in the  Sub-Loan  Group relating  to the fully  paid
         Certificate  Group will be allocated  to the Group II  Subordinate  Certificates  (other than the
         Class II-BX-1 Certificates).

         (E)      If on any  Distribution  Date on which the aggregate  Certificate  Principal  Balance of
         the Group II Senior  Certificates  in a  Certificate  Group would be greater  than the  aggregate
         Stated  Principal  Balance of the Group II Mortgage  Loans in its related  Sub-Loan Group and any
         Group II Subordinate  Certificates  are still  outstanding,  in each case, after giving effect to
         distributions to be made on such Distribution  Date, (i) 100% of amounts  otherwise  allocable to
         the Group II Subordinate  Certificates  in respect of principal will be distributed to such Group
         II Senior  Certificates in reduction of the Certificate  Principal  Balances  thereof,  until the
         aggregate  Certificate  Principal  Balance of such Group II Senior  Certificates  is equal to the
         aggregate  Stated  Principal  Balance of the Mortgage Loans in its related  Sub-Loan  Group,  and
         (ii)  the  Accrued  Certificate   Interest  otherwise  allocable  to  the  Group  II  Subordinate
         Certificates  on such  Distribution  Date will be reduced and distributed to such Group II Senior
         Certificates,  to the extent of any  amount due and unpaid on such Group II Senior  Certificates,
         in an amount equal to the Accrued  Certificate  Interest for such Distribution Date on the excess
         of (x) the aggregate  Certificate  Principal  Balance of such Group II Senior  Certificates  over
         (y) the  aggregate  Stated  Principal  Balance  of the  Group II  Mortgage  Loans in the  related
         Sub-Loan  Group.  Any  such  reduction  in the  Accrued  Certificate  Interest  on the  Group  II
         Subordinate  Certificates  will be allocated  first to the Group II Subordinate  Certificates  in
         reverse  order of their  respective  numerical  designations,  commencing  with the Class  II-B-6
         Certificates.   If  there  exists  more  than  one   undercollateralized   Sub-Loan  Group  on  a
         Distribution  Date,  amounts  distributable  to  such   undercollateralized   Certificate  Groups
         pursuant to this paragraph will be allocated  between such  undercollateralized  Sub-Loan Groups,
         pro rata,  based  upon the  amount by which  their  respective  aggregate  Certificate  Principal
         Balances exceed the aggregate  Stated  Principal  Balance of the Group II Mortgage Loans in their
         respective Sub-Loan Groups.

         (F)               If, after  distributions have been made pursuant to priorities first and second
         of clauses (A) and (B) above on any Distribution  Date, the remaining  Available Funds for either
         Sub-Loan  Group in Loan Group II is less than the Group II Senior  Optimal  Principal  Amount for
         that Sub-Loan Group,  the Group II Senior Optimal  Principal Amount for such Sub-Loan Group shall
         be reduced by that amount,  and the remaining  Available  Funds for such  Sub-Loan  Group will be
         distributed  as  principal among  the related  Classes of Group II Senior  Certificates  on a pro
         rata basis in accordance with their respective Certificate Principal Balances.

         (G)      On each  Distribution  Date, any Available Funds remaining after payment of interest and
         principal to the Classes of Group II Certificates  entitled  thereto,  will be distributed to the
         Residual  Certificates;  provided that if on any Distribution  Date there are any Available Funds
         for either  Sub-Loan Group in Loan Group II remaining  after payment of interest and principal to
         the Group II  Certificates  entitled  thereto,  such  amounts  will be  distributed  to the other
         Classes  of Group II Senior  Certificates,  pro rata,  based upon  their  respective  Certificate
         Principal  Balances or Notional  Amount,  until all amounts due to all Classes of Group II Senior
         Certificates  have been paid in full and then to any remaining Group II Subordinate  Certificates
         (unless  otherwise  described  herein),  before any Available Funds are distributed in accordance
         with this paragraph to the Residual Certificates.

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

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

         (c)      The  expenses and fees of the Trust shall be paid by each of the 2007-1  REMICs,  to the
extent that such expenses  relate to the assets of each of such  respective  2007-1 REMICs,  and all other
expenses and fees of the Trust shall be paid pro rata by each of the 2007-1 REMICs.

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

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

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

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

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

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

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

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

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

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

                  seventh,  to the Senior  Certificates  (other  than the  related  Senior  Interest  Only
         Certificates) in the related  Certificate Group until the Certificate  Principal Balances thereof
         has been reduced to zero in accordance with clause (d) below.

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

         (d)      The principal  portion of any Realized  Losses  allocated to a Class of  Certificates in
Loan Group II shall be allocated among the  Certificates  of such Class in proportion to their  respective
Certificate  Principal  Balances.  The principal  portion of any  allocation  of Realized  Losses shall be
accomplished  by reducing the  Certificate  Principal  Balance of the related  Certificates on the related
Distribution  Date.  The principal  portion of any Realized  Losses  allocated to the Sub-Loan  Group II-1
Certificates  will be allocated first to the Class II-1A-2  Certificates  until the Certificate  Principal
Balance  thereof has been reduced to zero,  then to the Class II-1A-1  Certificates  until the Certificate
Principal  Balance  thereof  has been  reduced  to zero.  The  principal  portion of any  Realized  Losses
allocated  to the  Sub-Loan  Group  II-2  Certificates  will  be  allocated  first  to the  Class  II-2A-2
Certificates  until the Certificate  Principal Balance thereof has been reduced to zero, then to the Class
II-2A-1  Certificates  until the Certificate  Principal Balance thereof has been reduced to zero. Once the
aggregate  Certificate  Principal  Balance of the Certificates in a Certificate Group in Loan Group II has
been  reduced to zero,  the  principal  portion of Realized  Losses on the  Mortgage  Loans in the related
Sub-Loan  Group (if any) that are not  allocated  to the  related  Subordinate  Certificates  pursuant  to
Section  6.02(a)(i)(G)  will be allocated,  pro rata,  based upon their respective  Certificate  Principal
Balances to the remaining  outstanding Group II Senior  Certificates of the other Certificate  Groups, pro
rata based upon their respective Certificate Principal Balances.

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

         (f)      On  each   Distribution   Date,  the  Securities   Administrator   shall  determine  the
Subordinate  Certificate  Writedown Amounts. Any Subordinate  Certificate  Writedown Amount shall effect a
corresponding  reduction in the Certificate  Principal Balance of the Class II-B Certificates  (other than
the Class II-BX-1 Certificates), in the reverse order of their numerical Class designations.

         (g)      The Group II Senior  Percentage of Net Interest  Shortfalls  will be allocated among the
Group II Senior Certificates in proportion to the amount of Accrued  Certificate  Interest that would have
been  allocated  thereto in the absence of such  shortfalls.  The Group II  Subordinate  Percentage of Net
Interest  Shortfall  will be allocated  among the Group II Subordinate  Certificates  in proportion to the
amount of Accrued  Certificate  Interest  that would have been  allocated  thereto in the  absence of such
shortfalls.  The  interest  portion of any  Realized  Losses with  respect to the Group II Mortgage  Loans
occurring on or prior to the Group II Cross-Over  Date will be allocated to the Class II-B-1  Certificates
in inverse order of their  numerical  Class  designations.  Following the Group II  Cross-Over  Date,  the
interest  portion of Realized  Losses on the Group II  Mortgage  Loans will be  allocated  to the Group II
Senior  Certificates  in the related Group II  Certificate  Group on a pro rata basis in proportion to the
amount of Accrued  Certificate  Interest  that would have been  allocated  thereto in the  absence of such
Realized Losses.

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

         Section 6.05.     Cross-Collateralization.  Notwithstanding  the foregoing,  on any  Distribution
Date on which the  Certificate  Principal  Balance  of the Group I  Subordinate  Certificates  or Group II
Subordinate  Certificates  have been reduced to zero and a Realized Loss that is a Special  Hazard Loss is
to be  allocated  to the  related  Senior  Certificates,  such loss will be  allocated  among such  Senior
Certificates and the most subordinate outstanding class of non-related  Subordinate  Certificates on a pro
rata basis, based on the Certificate Principal Balance thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (t)      whether a Trigger Event exists;

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

         (v)      [Reserved];

         (w)      [Reserved];

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

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

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

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

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

         Within a reasonable  period of time after the end of the  preceding  calendar  year  beginning in
2007, the Securities  Administrator  will furnish a report to each Holder of the Certificates of record at
any time during the prior  calendar  year as to the aggregate of amounts  reported  pursuant to subclauses
(a)(i) and (a)(ii) above with respect to the  Certificates,  plus  information  with respect to the amount
of servicing  compensation  and such other  customary  information  as the  Securities  Administrator  may
determine to be necessary  and/or to be required by the Internal  Revenue Service or by a federal or state
law or rules or  regulations  to enable such Holders to prepare their tax returns for such calendar  year.
Such  obligations  shall be deemed to have been  satisfied  to the extent  that  substantially  comparable
information  shall  be  provided  by  the  Securities   Administrator  or  the  Trustee  pursuant  to  the
requirements of the Code.

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

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

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

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

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

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

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

                                               ARTICLE VII
                                           The Master Servicer

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 7.07.     Sale and  Assignment  of Master  Servicing.  The Master  Servicer  may sell and
assign its rights and delegate its duties and  obligations  in its entirety as Master  Servicer under this
Agreement  and the  Company  may  terminate  the  Master  Servicer  without  cause and select a new Master
Servicer;  provided,  however,  that:  (i) the  purchaser or  transferee  accepting  such  assignment  and
delegation  (a) shall be a Person  which shall be qualified  to service  mortgage  loans for Fannie Mae or
Freddie Mac; (b) shall have a net worth of not less than $10,000,000  (unless  otherwise  approved by each
Rating Agency  pursuant to clause  (ii) below);  (c) shall be reasonably  satisfactory  to the Trustee (as
evidenced  in a writing  signed by the  Trustee);  and (d) shall  execute  and  deliver to the  Trustee an
agreement,  in form and substance reasonably  satisfactory to the Trustee, which contains an assumption by
such Person of the due and punctual  performance  and  observance  of each  covenant  and  condition to be
performed or observed by it as master  servicer  under this  Agreement,  any custodial  agreement from and
after the effective date of such  agreement;  (ii) each  Rating Agency shall be given prior written notice
of the identity of the proposed  successor to the Master  Servicer and each Rating  Agency’s rating of the
Certificates in effect  immediately prior to such assignment,  sale and delegation will not be downgraded,
qualified or withdrawn as a result of such  assignment,  sale and delegation,  as evidenced by a letter to
such effect  delivered  to the Master  Servicer  and the Trustee (at the expense of the Master  Servicer);
(iii) the  Master  Servicer  assigning  and selling the master  servicing  shall deliver to the Trustee an
Officer’s  Certificate and an Opinion of Independent  Counsel addressed to the Trustee,  each stating that
all  conditions  precedent  to such action under this  Agreement  have been  completed  and such action is
permitted by and complies with the terms of this  Agreement;  and (iv) in the event the Master Servicer is
terminated  without  cause by the  Company,  the  Company  shall  pay the  terminated  Master  Servicer  a
termination  fee equal to 0.25% of the aggregate  Stated  Principal  Balance of the Mortgage  Loans at the
time the master  servicing of the Mortgage  Loans is  transferred  to the successor  Master  Servicer.  No
such assignment or delegation  shall affect any rights or liability of the Master  Servicer  arising prior
to the effective date thereof.

                                               ARTICLE VIII
                                                 Default

         Section 8.01.     Events of Default.  Event of Default,” wherever used herein,  means any one of
the following  events  (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary  or be effected by operation of law or pursuant to any judgment,  decree or order of any court
or any order,  rule or regulation of any  administrative  or  governmental  body) and only with respect to
the defaulting Master Servicer:

         (a)      The Master  Servicer  fails to cause to be  deposited  in the  Distribution  Account any
amount so required to be deposited  pursuant to this Agreement  (other than a Monthly  Advance),  and such
failure  continues  unremedied  for a period of three  Business  Days  after the date upon  which  written
notice of such failure,  requiring the same to be remedied,  shall have been given to the Master Servicer;
or

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

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

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

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

         (f)      The Master  Servicer  fails to comply with Section 3.16,  Section 3.17 and Section 3.18;
or

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

         In each and every  such  case,  so long as such  Event of  Default  with  respect  to the  Master
Servicer  shall not have been  remedied,  either the  Trustee or the  Holders of  Certificates  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the  principal  of the Trust Fund,  by
notice in writing to the Master  Servicer (and to the Trustee if given by such  Certificateholders),  with
a copy to the Rating  Agencies,  and with the consent of the Company,  may terminate all of the rights and
obligations  (but not the  liabilities)  of the Master  Servicer  under this  Agreement  and in and to the
Mortgage  Loans and/or the REO Property  serviced by the Master  Servicer and the proceeds  thereof.  Upon
the receipt by the Master Servicer of the written  notice,  all authority and power of the Master Servicer
under this  Agreement,  whether with respect to the  Certificates,  the  Mortgage  Loans,  REO Property or
under any other  related  agreements  (but only to the  extent  that such other  agreements  relate to the
Mortgage Loans or related REO Property)  shall,  subject to Section 3.17 and  Section 8.02,  automatically
and without  further  action pass to and be vested in the Trustee,  in its  capacity as  successor  Master
Servicer,  pursuant to this  Section 8.01  (and,  with respect to an Event of Default  resulting  from the
Master  Servicer's  failure to comply with Section 3.17,  such power and authority of the Master  Servicer
shall,  subject to Section 8.02,  automatically  and without  further  action pass to and be vested in the
successor  Master Servicer  appointed by the Depositor);  and,  without  limitation,  the Trustee,  in its
capacity as successor Master  Servicer,(or such successor Master Servicer  appointed by the Depositor,  as
the case may be), is hereby  authorized  and  empowered  to execute and  deliver,  on behalf of the Master
Servicer as  attorney-in-fact  or  otherwise,  any and all documents  and other  instruments  and to do or
accomplish  all other acts or things  necessary  or  appropriate  to effect the purposes of such notice of
termination,  whether to complete the transfer and  endorsement  or assignment  of the Mortgage  Loans and
related  documents,  or  otherwise.  The Master  Servicer  agrees to cooperate  with the  Trustee,  in its
capacity as successor  Master Servicer (or such successor Master Servicer  appointed by the Depositor,  as
the case  may  be),  in  effecting  the  termination  of the  Master  Servicer’s  rights  and  obligations
hereunder,  including,  without  limitation,  the  transfer to the  Trustee,  in its capacity as successor
Master  Servicer (or such successor  Master Servicer  appointed by the Depositor,  as the case may be), of
(i) the  property  and amounts  which are then or should be part of the Trust or which  thereafter  become
part of the  Trust;  and  (ii) originals  or copies of all  documents  of the Master  Servicer  reasonably
requested  by the  Trustee,  in its  capacity as  successor  Master  Servicer  (or such  successor  Master
Servicer  appointed by the  Depositor,  as the case may be), to enable it to assume the Master  Servicer’s
duties thereunder.  In addition to any other amounts which are then, or,  notwithstanding  the termination
of its activities  under this  Agreement,  may become payable to the Master Servicer under this Agreement,
the Master  Servicer  shall be entitled to  receive,  out of any amount  received on account of a Mortgage
Loan  or  related  REO  Property,  that  portion  of  such  payments  which  it  would  have  received  as
reimbursement  under this Agreement if notice of termination  had not been given.  The  termination of the
rights and  obligations  of the Master  Servicer shall not affect any  obligations  incurred by the Master
Servicer prior to such termination.

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

         Section 8.02.     Successor  to Act;  Appointment  of  Successor.  (a)  Upon the  receipt  by the
Master Servicer of a notice of termination  pursuant to Section 8.01 or an Opinion of Independent  Counsel
pursuant to  Section 7.05  to the effect that the Master  Servicer is legally unable to act or to delegate
its duties to a Person  which is legally able to act,  the  Trustee,  in its capacity as successor  Master
Servicer  (and,  with  respect to an Event of Default  resulting  from the  Master  Servicer's  failure to
comply with Section 3.17, the successor  Master  Servicer  appointed by the Depositor  pursuant to Section
3.17),  shall  automatically  become the successor in all respects to the Master  Servicer in its capacity
under this Agreement and the  transactions  set forth or provided for herein and shall thereafter have all
of the  rights  and  powers of,  and be  subject  to all the  responsibilities,  duties,  liabilities  and
limitations on  liabilities  relating  thereto  placed on the Master  Servicer by the terms and provisions
hereof;  provided,  however,  that the Company shall have the right to either (a)  immediately  assume the
duties of the Master Servicer or (b) select a successor Master Servicer;  provided further,  however, that
the Trustee,  in its  capacity as  successor  Master  Servicer  (and,  with respect to an Event of Default
resulting from the Master  Servicer's  failure to comply with Section 3.17, the successor  Master Servicer
appointed by the Depositor  pursuant to Section 3.17),  shall have no obligation  whatsoever  with respect
to any liability  (other than advances deemed  recoverable and not previously made) incurred by the Master
Servicer at or prior to the time of termination.  As compensation  therefor,  but subject to Section 7.06,
the Trustee,  in its  capacity as  successor  Master  Servicer  (and,  with respect to an Event of Default
resulting from the Master  Servicer's  failure to comply with Section 3.17, the successor  Master Servicer
appointed by the Depositor  pursuant to Section 3.17),  shall be entitled to compensation which the Master
Servicer  would have been  entitled  to retain if the Master  Servicer  had  continued  to act  hereunder,
except for those  amounts due the Master  Servicer as  reimbursement  permitted  under this  Agreement for
advances  previously made or expenses  previously  incurred.  Notwithstanding  the above, the Trustee,  in
its capacity as successor  Master  Servicer  (or, with respect to an Event of Default  resulting  from the
Master  Servicer's  failure to comply with Section 3.17, the successor  Master  Servicer  appointed by the
Depositor  pursuant to Section 3.17),  may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act,  appoint or  petition a court of  competent  jurisdiction  to appoint,  any  established
housing and home finance  institution which is a Fannie Mae- or Freddie  Mac-approved  servicer,  and with
respect to a successor to the Master Servicer only,  having a net worth of not less than  $10,000,000,  as
the  successor  to  the  Master  Servicer  hereunder  in  the  assumption  of  all  or  any  part  of  the
responsibilities,  duties or liabilities of the Master Servicer hereunder;  provided, that the Trustee, in
its capacity as successor  Master  Servicer  (or, with respect to an Event of Default  resulting  from the
Master  Servicer's  failure to comply with Section 3.17, the successor  Master  Servicer  appointed by the
Depositor  pursuant to Section 3.17),  shall obtain a letter from each Rating Agency that the ratings,  if
any, on each of the  Certificates  will not be lowered as a result of the  selection  of the  successor to
the Master Servicer.  Pending  appointment of a successor to the Master Servicer  hereunder,  the Trustee,
in its capacity as successor  Master  Servicer,  shall act (other than with respect to an Event of Default
resulting  from the Master  Servicer's  failure to comply with Section  3.17, in which event the successor
appointed by the Depositor  shall act) in such capacity as hereinabove  provided.  In connection with such
appointment  and  assumption,  the  Trustee  may  make  such  arrangements  for the  compensation  of such
successor out of payments on the Mortgage Loans as it and such successor shall agree;  provided,  however,
that the  provisions of Section 7.06 shall apply,  the  compensation  shall not be in excess of that which
the Master  Servicer  would have been entitled to if the Master  Servicer had continued to act  hereunder,
and that such successor shall  undertake and assume the obligations of the Trustee to pay  compensation to
any third Person acting as an agent or  independent  contractor  in the  performance  of master  servicing
responsibilities  hereunder.  The Trustee and such successor shall take such action,  consistent with this
Agreement, as shall be necessary to effectuate any such succession.

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

         The  costs  and  expenses  of the  Trustee  in  connection  with the  termination  of the  Master
Servicer,  the appointment of a successor  Master Servicer and, if applicable,  any transfer of servicing,
including,  without  limitation,  all costs and  expenses  associated  with the  complete  transfer of all
servicing data and the  completion,  correction or  manipulation of such servicing data as may be required
by the Trustee to correct any errors or  insufficiencies  in the servicing data or otherwise to enable the
Trustee or the successor  Master Servicer to service the Mortgage Loans properly and  effectively,  to the
extent not paid by the terminated  Master  Servicer,  shall be payable to the Trustee  pursuant to Section
9.05. Any successor to the Master  Servicer  acting as successor  servicer  under any Servicing  Agreement
shall give notice to the  applicable  Mortgagors of such change of servicer and shall,  during the term of
its  service  as  successor  Master  Servicer  maintain  in force the policy or  policies  that the Master
Servicer is required to maintain pursuant to Section 3.04.

         Section 8.03.     Notification  to  Certificateholders.  Upon any termination or appointment of a
successor to the Master  Servicer,  the Trustee shall give prompt written notice thereof to the Securities
Administrator  or, if the Securities  Administrator  is terminated or resigns upon the  termination of the
Master  Servicer,  the  successor  securities  administrator,  and  the  Securities  Administrator  or the
successor  securities  administrator  shall give prompt written notice thereof to the Rating  Agencies and
the Certificateholders at their respective addresses appearing in the Certificate Register.

         Section 8.04.     Waiver of  Defaults.  The  Trustee  shall  transmit  by mail to the  Securities
Administrator,  who shall give prompt  written notice  thereof to all  Certificateholders,  within 60 days
after the  occurrence  of any Event of Default  actually  known to a  Responsible  Officer of the Trustee,
unless  such Event of Default  shall have been cured,  notice of each such Event of  Default.  The Holders
of  Certificates  evidencing  Fractional  Undivided  Interests  aggregating not less than 51% of the Trust
Fund  may,  on  behalf  of all  Certificateholders,  waive  any  default  by the  Master  Servicer  in the
performance of its obligations hereunder and the consequences  thereof,  except a default in the making of
or the  causing to be made any  required  distribution  on the  Certificates,  which  default  may only be
waived by Holders of  Certificates  evidencing  Fractional  Undivided  Interests  aggregating  100% of the
Trust Fund.  Upon any such waiver of a past default,  such default shall be deemed to cease to exist,  and
any Event of Default  arising  therefrom shall be deemed to have been timely remedied for every purpose of
this  Agreement.  No such  waiver  shall  extend to any  subsequent  or other  default or impair any right
consequent  thereon  except to the extent  expressly so waived.  The Securities  Administrator  shall give
notice of any such waiver to the Trustee and the Rating Agencies.

         Section 8.05.     List  of   Certificateholders.   Upon   written   request   of  three  or  more
Certificateholders  of record,  for purposes of communicating with other  Certificateholders  with respect
to their rights under this Agreement,  the Securities  Administrator  will afford such  Certificateholders
access  during  business  hours to the  most  recent  list of  Certificateholders  held by the  Securities
Administrator.

         Section 8.06    Duties   of   Trustee   and    Securities Administrator.
(a) The Trustee,  prior to the  occurrence  of an Event of Default and after the curing or
waiver of all Events of Default which may have occurred,  and the Securities  Administrator each undertake
to perform such duties and only such duties as are  specifically  set forth in this Agreement as duties of
the Trustee and the Securities  Administrator,  respectively.  If an Event of Default has occurred and has
not been cured or waived,  the Trustee  shall  exercise such of the rights and powers vested in it by this
Agreement,  and subject to Section 8.02(b)  use the same degree of care and skill in their exercise,  as a
prudent person would exercise under the circumstances in the conduct of his own affairs.

         (b)      Upon  receipt  of  all  resolutions,   certificates,   statements,   opinions,  reports,
documents,  orders or other  instruments  which are  specifically  required to be furnished to the Trustee
and the  Securities  Administrator  pursuant  to any  provision  of this  Agreement,  the  Trustee and the
Securities  Administrator,  respectively,  shall  examine them to  determine  whether they are in the form
required by this Agreement;  provided,  however, that neither the Trustee nor the Securities Administrator
shall be  responsible  for the accuracy or content of any  resolution,  certificate,  statement,  opinion,
report,  document,  order or other instrument furnished  hereunder;  provided,  further,  that neither the
Trustee nor the Securities  Administrator  shall be responsible  for the accuracy or  verification  of any
calculation provided to it pursuant to this Agreement.

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

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

                  (i)      Prior to the occurrence of an Event of Default,  and after the curing or waiver
of all such Events of Default which may have occurred,  the duties and  obligations of the Trustee and the
Securities  Administrator shall be determined solely by the express provisions of this Agreement,  neither
the  Trustee  nor the  Securities  Administrator  shall be  liable  except  for the  performance  of their
respective  duties and obligations as are specifically set forth in this Agreement,  no implied  covenants
or  obligations  shall be read into this  Agreement  against the Trustee or the  Securities  Administrator
and,  in  the  absence  of bad  faith  on  the  part  of the  Trustee  or  the  Securities  Administrator,
respectively,  the Trustee or the Securities  Administrator,  respectively,  may conclusively  rely, as to
the truth of the statements and the correctness of the opinions expressed  therein,  upon any certificates
or opinions  furnished to the Trustee or the  Securities  Administrator,  respectively,  and conforming to
the requirements of this Agreement;

                  (ii)     Neither  the Trustee nor the  Securities  Administrator  shall be liable in its
individual  capacity for an error of judgment made in good faith by a Responsible  Officer or  Responsible
Officers of the Trustee or an officer of the Securities  Administrator,  respectively,  unless it shall be
proved that the Trustee or the Securities Administrator,  respectively,  was negligent in ascertaining the
pertinent facts;

                  (iii)    Neither  the  Trustee  nor the  Securities  Administrator  shall be liable with
respect to any action taken,  suffered or omitted to be taken by it in good faith in  accordance  with the
directions of the Holders of Certificates  evidencing  Fractional Undivided Interests aggregating not less
than 25% of the Trust  Fund,  if such  action or  non-action  relates  to the  time,  method  and place of
conducting  any  proceeding  for any remedy  available  to the  Trustee or the  Securities  Administrator,
respectively,  or  exercising  any trust or other  power  conferred  upon the  Trustee  or the  Securities
Administrator, respectively, under this Agreement;

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

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

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

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

                  (viii)   None of the Securities  Administrator,  the Master Servicer, the Depositor, the
Company,  any Custodian,  the  Counterparty  or the Trustee shall be responsible for the acts or omissions
of the other,  it being  understood  that this  Agreement  shall not be construed to render them partners,
joint venturers or agents of one another and

                  (ix)     Neither  the  Trustee  nor the  Securities  Administrator  shall be required to
expend or risk its own funds or  otherwise  incur  financial  liability in the  performance  of any of its
duties  hereunder,  or in the exercise of any of its rights or powers,  if there is reasonable  ground for
believing  that the  repayment of such funds or adequate  indemnity  against such risk or liability is not
reasonably  assured to it,  and none of the  provisions  contained  in this  Agreement  shall in any event
require the  Trustee or the  Securities  Administrator  to perform,  or be  responsible  for the manner of
performance of, any of the  obligations of the Master  Servicer under this  Agreement,  except during such
time,  if any, as the Trustee shall be the  successor  to, and be vested with the rights,  duties,  powers
and privileges of, the Master Servicer in accordance with the terms of this Agreement.

         (e)      Except for those actions that the Trustee or the  Securities  Administrator  is required
to take  hereunder,  neither the Trustee nor the  Securities  Administrator  shall have any  obligation or
liability  to take any action or to refrain  from  taking any action  hereunder  in the absence of written
direction as provided hereunder.

         Section 8.07      Certain  Matters  Affecting  the  Trustee  and  the  Securities  Administrator.
Except as otherwise provided in Section 9.01:

         (a)               The Trustee and the  Securities  Administrator  may rely and shall be protected
in acting  or  refraining  from  acting in  reliance  on any  resolution,  certificate  of the  Securities
Administrator  (with  respect to the Trustee  only),  the  Depositor,  the Master  Servicer or a Servicer,
certificate  of  auditors  or any other  certificate,  statement,  instrument,  opinion,  report,  notice,
request,  consent, order,  appraisal,  bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

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

         (c)      Neither the Trustee nor the  Securities  Administrator  shall be under any obligation to
exercise any of the trusts or powers  vested in it by this  Agreement,  other than its  obligation to give
notices  pursuant to this  Agreement,  or to institute,  conduct or defend any litigation  hereunder or in
relation  hereto at the  request,  order or  direction  of any of the  Certificateholders  pursuant to the
provisions  of  this  Agreement,  unless  such  Certificateholders  shall  have  offered  to  the  Trustee
reasonable  security  or  indemnity  against the costs,  expenses  and  liabilities  which may be incurred
therein or thereby.  Nothing  contained  herein  shall,  however,  relieve the Trustee of the  obligation,
upon the  occurrence  of an Event of Default of which a  Responsible  Officer  of the  Trustee  has actual
knowledge  (which has not been cured or waived),  to exercise  such of the rights and powers  vested in it
by this  Agreement,  and to use the same degree of care and skill in their  exercise,  as a prudent person
would exercise under the circumstances in the conduct of his own affairs;

         (d)      Prior to the  occurrence  of an Event of  Default  hereunder  and  after  the  curing or
waiver  of all  Events  of  Default  which may have  occurred,  neither  the  Trustee  nor the  Securities
Administrator shall be liable in its individual  capacity for any action taken,  suffered or omitted by it
in good faith and believed by it to be authorized or within the  discretion or rights or powers  conferred
upon it by this Agreement;

         (e)               Neither  the Trustee nor the  Securities  Administrator  shall be bound to make
any  investigation  into  the  facts  or  matters  stated  in  any  resolution,   certificate,  statement,
instrument,  opinion, report, notice, request,  consent, order, approval, bond or other paper or document,
unless  requested  in  writing  to  do so by  Holders  of  Certificates  evidencing  Fractional  Undivided
Interests  aggregating  not less  than  25% of the  Trust  Fund and  provided  that the  payment  within a
reasonable time to the Trustee or the Securities  Administrator,  as applicable, of the costs, expenses or
liabilities  likely to be  incurred  by it in the making of such  investigation  is, in the Opinion of the
Trustee  or the  Securities  Administrator,  as  applicable,  reasonably  assured  to the  Trustee  or the
Securities  Administrator,  as applicable,  by the security afforded to it by the terms of this Agreement.
The Trustee or the  Securities  Administrator  may require  reasonable  indemnity  against such expense or
liability as a condition  to taking any such  action.  The  reasonable  expense of every such  examination
shall be paid by the Certificateholders requesting the investigation;

         (f)      The Trustee  and the  Securities  Administrator  may execute any of the trusts or powers
hereunder or perform any duties  hereunder  either  directly or through  Affiliates,  agents or attorneys;
provided,  however,  that the Trustee may not appoint any agent (other than the  Custodian) to perform its
custodial  functions  with respect to the Mortgage  Files or paying agent  functions  under this Agreement
without the  express  written  consent of the Master  Servicer,  which  consent  will not be  unreasonably
withheld.  Neither the Trustee nor the Securities  Administrator  shall be liable or  responsible  for the
misconduct or negligence of any of the  Trustee’s or the  Securities  Administrator’s  agents or attorneys
or a custodian or paying agent  appointed  hereunder by the Trustee or the Securities  Administrator  with
due care and, when required, with the consent of the Master Servicer;

         (g)               Should  the  Trustee  or the  Securities  Administrator  deem the nature of any
action  required  on its part,  other than a payment or  transfer by the  Securities  Administrator  under
Section  4.01(b)  or  Section 4.04,   to  be  unclear,  the  Trustee  or  the  Securities   Administrator,
respectively,  may require  prior to such action that it be  provided  by the  Depositor  with  reasonable
further instructions;

         (h)      The right of the Trustee or the Securities  Administrator  to perform any  discretionary
act  enumerated  in this  Agreement  shall not be  construed  as a duty,  and  neither the Trustee nor the
Securities  Administrator  shall be accountable for other than its negligence or willful misconduct in the
performance of any such act;

         (i)      Neither  the  Trustee  nor the  Securities  Administrator  shall be required to give any
bond or  surety  with  respect  to the  execution  of the  trust  created  hereby  or the  powers  granted
hereunder, except as provided in Section  9.07; and

         (j)               Neither  the Trustee nor the  Securities  Administrator  shall have any duty to
conduct any affirmative  investigation  as to the occurrence of any condition  requiring the repurchase of
any Mortgage Loan by the Sponsor pursuant to this Agreement,  the Mortgage Loan Purchase  Agreement or the
eligibility of any Mortgage Loan for purposes of this Agreement.

                                                ARTICLE IX
                         CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

         Section 9.01   Trustee  and  Securities
Administrator  Not Liable for  Certificates or Mortgage Loans.  The recitals  contained  herein and in the
Certificates  (other than the  signature  and  countersignature  of the  Securities  Administrator  on the
Certificates)  shall be taken  as the  statements  of the  Depositor,  and  neither  the  Trustee  nor the
Securities  Administrator  shall have any responsibility  for their  correctness.  Neither the Trustee nor
the  Securities  Administrator  makes  any  representation  as to  the  validity  or  sufficiency  of  the
Certificates  (other than the  signature  and  countersignature  of the  Securities  Administrator  on the
Certificates)  or of any  Mortgage  Loan except as  expressly  provided in Sections  2.02 and 2.05 hereof;
provided,  however,  that the  foregoing  shall not relieve the  Trustee of the  obligation  to review the
Mortgage  Files  pursuant  to  Sections  2.02 and  2.04.  The  Securities  Administrator’s  signature  and
countersignature  (or  countersignature  of its agent) on the Certificates shall be solely in its capacity
as Securities  Administrator  and shall not  constitute the  Certificates  an obligation of the Securities
Administrator  in any other  capacity.  Neither  the  Trustee nor the  Securities  Administrator  shall be
accountable  for the use or application by the Depositor of any of the  Certificates or of the proceeds of
such  Certificates,  or for the use or  application of any funds paid to the Depositor with respect to the
Mortgage  Loans.  Subject to the  provisions  of  Section 2.05,  neither the  Trustee  nor the  Securities
Administrator  shall be  responsible  for the  legality or validity of this  Agreement  or any document or
instrument  relating  to this  Agreement,  the  validity  of the  execution  of this  Agreement  or of any
supplement  hereto  or  instrument  of  further  assurance,  or  the  validity,  priority,  perfection  or
sufficiency  of the security for the  Certificates  issued  hereunder or intended to be issued  hereunder.
Neither  the  Trustee  nor the  Securities  Administrator  shall at any time  have any  responsibility  or
liability  for or with  respect to the  legality,  validity  and  enforceability  of any  Mortgage  or any
Mortgage Loan, or the perfection  and priority of any Mortgage or the  maintenance of any such  perfection
and priority,  or for or with respect to the  sufficiency of the Trust Fund or its ability to generate the
payments  to be  distributed  to  Certificateholders,  under this  Agreement.  Neither the Trustee nor the
Securities  Administrator  shall  have  any  responsibility  for  filing  any  financing  or  continuation
statement in any public  office at any time or to  otherwise  perfect or maintain  the  perfection  of any
security  interest  or  lien  granted  to  it  hereunder  or to  record  this  Agreement  other  than  any
continuation statements filed by the Trustee pursuant to Section 3.20.

         Section 9.02   Trustee  and  Securities
Administrator  May Own  Certificates.  The Trustee and the Securities  Administrator  in their  individual
capacities  or in any capacity  other than as Trustee or  Securities  Administrator,  hereunder may become
the owner or pledgee of any  Certificates  with the same  rights it would have if it were not the  Trustee
or the Securities Administrator, as applicable, and may otherwise deal with the parties hereto.

         Section 9.03   Trustee’s    and     Securities
Administrator’s  Fees and  Expenses.  The fees and  expenses  of the Trustee  shall be paid in  accordance
with a side letter  agreement  between the Trustee and the Master Servicer.  The Securities  Administrator
shall be paid by the Master Servicer from the Master  Servicer's  compensation.  In addition,  the Trustee
and the Securities  Administrator  will be entitled to recover from the  Distribution  Account pursuant to
Section  4.05(l) all reasonable  out-of-pocket  expenses,  disbursements  and advances and the expenses of
the Trustee and the Securities  Administrator,  respectively,  in connection with such Person's compliance
with Section 3.23,  any Event of Default,  any breach of this  Agreement,  the  termination  of the Master
Servicer,  the appointment of a successor  Master  Servicer and, if applicable,  any transfer of servicing
as set  forth in  Section  8.02(b),  or as  otherwise  set  forth  herein,  or any  claim or legal  action
(including  any pending or threatened  claim or legal  action)  incurred or made by or against the Trustee
or the Securities  Administrator,  respectively,  in the administration of the trusts hereunder (including
the  reasonable  compensation,  expenses  and  disbursements  of its  counsel)  except  any such  expense,
disbursement  or  advance as may arise  from its  negligence  or  intentional  misconduct  or which is the
responsibility  of  the  Certificateholders.  If  funds  in  the  Distribution  Account  are  insufficient
therefor,  the Trustee and the  Securities  Administrator  shall recover such expenses from the Depositor.
Such compensation and  reimbursement  obligation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust.

         Section 9.04     Eligibility  Requirements
for Trustee  and  Securities  Administrator.  The Trustee  and any  successor  Trustee and the  Securities
Administrator  and any  successor  Securities  Administrator  shall  during  the entire  duration  of this
Agreement  be a state  bank or trust  company  or a  national  banking  association  organized  and  doing
business  under the laws of such  state or the United  States of  America,  authorized  under such laws to
exercise  corporate trust powers,  having a combined capital and surplus and undivided profits of at least
$40,000,000  or, in the case of a successor  Trustee,  $50,000,000,  subject to supervision or examination
by federal or state  authority and, in the case of the Trustee,  rated “BBB” or higher by S&P with respect
to their  long-term  rating and rated “BBB” or higher by S&P and “Baa2” or higher by Moody’s  with respect
to any outstanding  long-term  unsecured  unsubordinated  debt, and, in the case of a successor Trustee or
successor  Securities  Administrator other than pursuant to Section 9.07,  rated in one of the two highest
long-term debt  categories of, or otherwise  acceptable  to, each of the Rating  Agencies.  If the Trustee
publishes  reports  of  condition  at  least  annually,  pursuant  to law or to  the  requirements  of the
aforesaid  supervising or examining  authority,  then for the purposes of this  Section 9.04  the combined
capital and surplus of such corporation  shall be deemed to be its total equity capital  (combined capital
and surplus) as set forth in its most recent  report of condition  so  published.  In case at any time the
Trustee or the Securities  Administrator  shall cease to be eligible in accordance  with the provisions of
this  Section 9.04,  the Trustee or the Securities  Administrator  shall resign  immediately in the manner
and with the effect specified in Section 9.06.

         Section 9.05     Insurance.   The   Trustee
and the  Securities  Administrator,  at their own  expense,  shall at all times  maintain and keep in full
force and effect:  (i) fidelity  insurance,  (ii) theft of documents insurance and (iii) forgery insurance
(which may be  collectively  satisfied  by a  “Financial  Institution  Bond”  and/or a  “Bankers’  Blanket
Bond”).  All such insurance shall be in amounts,  with standard  coverage and subject to  deductibles,  as
are customary  for insurance  typically  maintained by banks or their  affiliates  which act as custodians
for  investor-owned  mortgage  pools.  A  certificate  of an  officer  of the  Trustee  or the  Securities
Administrator as to the Trustee’s or the Securities  Administrator’s,  respectively,  compliance with this
Section 9.05 shall be furnished to any Certificateholder upon reasonable written request.

         Section 9.06     Resignation  and  Removal
of the Trustee and  Securities  Administrator.  (a) The Trustee and the  Securities  Administrator  may at
any time resign and be discharged  from the Trust hereby  created by giving  written notice thereof to the
Depositor and the Master  Servicer,  with a copy to the Rating  Agencies.  Upon  receiving  such notice of
resignation,   the  Depositor  shall  promptly  appoint  a  successor  Trustee  or  successor   Securities
Administrator,  as applicable,  by written instrument,  in triplicate,  one copy of which instrument shall
be delivered to each of the resigning Trustee or Securities  Administrator,  as applicable,  the successor
Trustee or Securities  Administrator,  as applicable.  If no successor Trustee or Securities Administrator
shall  have been so  appointed  and have  accepted  appointment  within 30 days  after the  giving of such
notice of  resignation,  the  resigning  Trustee or  Securities  Administrator  may  petition any court of
competent jurisdiction for the appointment of a successor Trustee or Securities Administrator.

         (b)      If at any time the Trustee or the  Securities  Administrator  shall cease to be eligible
in  accordance  with the  provisions  of  Section 9.04  and shall  fail to resign  after  written  request
therefor by the  Depositor  or if at any time the Trustee or the  Securities  Administrator  shall  become
incapable  of acting,  or shall be adjudged a bankrupt or  insolvent,  or a receiver of the Trustee or the
Securities  Administrator,  as applicable,  or of its property  shall be appointed,  or any public officer
shall take charge or control of the Trustee or the  Securities  Administrator,  as  applicable,  or of its
property or affairs for the purpose of  rehabilitation,  conservation or  liquidation,  then the Depositor
shall  promptly  remove the  Trustee,  or shall be entitled  to remove the  Securities  Administrator,  as
applicable,  and  appoint a successor  Trustee or  Securities  Administrator,  as  applicable,  by written
instrument,  in  triplicate,  one copy of which  instrument  shall be  delivered to each of the Trustee or
Securities   Administrator,   as  applicable,   so  removed,  and  the  successor  Trustee  or  Securities
Administrator, as applicable.

         (c)      The Holders of Certificates  evidencing  Fractional Undivided Interests  aggregating not
less than 51% of the Trust Fund may at any time remove the  Trustee or the  Securities  Administrator  and
appoint a  successor  Trustee  or  Securities  Administrator  by written  instrument  or  instruments,  in
quintuplicate,  signed by such Holders or their  attorneys-in-fact  duly  authorized,  one complete set of
which instruments shall be delivered to the Depositor,  the Master Servicer, the Securities  Administrator
(if the Trustee is removed),  the Trustee (if the Securities  Administrator  is removed),  and the Trustee
or Securities  Administrator  so removed and the successor so appointed.  In the event that the Trustee or
Securities   Administrator   is  removed  by  the  Holders  of   Certificates   in  accordance  with  this
Section 9.06(c),  the  Holders of such  Certificates  shall be  responsible  for  paying any  compensation
payable hereunder to a successor Trustee or successor  Securities  Administrator,  in excess of the amount
paid hereunder to the predecessor Trustee or predecessor Securities Administrator, as applicable.

         (d)      No  resignation  or  removal  of  the  Trustee  or  the  Securities   Administrator  and
appointment of a successor Trustee or Securities  Administrator  pursuant to any of the provisions of this
Section 9.06  shall become  effective except upon appointment of and acceptance of such appointment by the
successor Trustee or Securities Administrator as provided in Section 9.07.

         Section 9.07  Successor Trustee and Successor Securities Administrator.  (a)     Any    successor
Trustee or Securities  Administrator appointed as provided in Section 9.09 shall execute,  acknowledge and
deliver  to the  Depositor  and to its  predecessor  Trustee or  Securities  Administrator  an  instrument
accepting  such  appointment  hereunder.  The  resignation  or  removal  of  the  predecessor  Trustee  or
Securities   Administrator   shall  then  become  effective  and  such  successor  Trustee  or  Securities
Administrator,  without any further  act,  deed or  conveyance,  shall  become  fully  vested with all the
rights,  powers,  duties and obligations of its predecessor  hereunder,  with like effect as if originally
named  as  Trustee  or  Securities   Administrator   herein.   The   predecessor   Trustee  or  Securities
Administrator  shall,  after its receipt of payment in full of its outstanding fees and expenses  promptly
deliver to the successor  Trustee or Securities  Administrator,  as applicable,  all assets and records of
the  Trust  held  by  it  hereunder,   and  the  Depositor  and  the  predecessor  Trustee  or  Securities
Administrator,  as applicable,  shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and  certainly  vesting and  confirming in the successor  Trustee or
Securities Administrator, as applicable, all such rights, powers, duties and obligations.

         (b)      No successor Trustee or Securities  Administrator  shall accept  appointment as provided
in  this  Section 9.07  unless  at the  time of such  acceptance  such  successor  Trustee  or  Securities
Administrator shall be eligible under the provisions of Section 9.04.

         (c)      Upon  acceptance of appointment by a successor  Trustee or Securities  Administrator  as
provided in this  Section 9.07,  the successor  Trustee or Securities  Administrator  shall mail notice of
the succession of such Trustee or Securities  Administrator  hereunder to all  Certificateholders at their
addresses as shown in the  Certificate  Register  and to the Rating  Agencies.  The Company  shall pay the
cost of any mailing by the successor Trustee or Securities Administrator.

         Section 9.08 Merger or  Consolidation of Trustee or Securities  Administrator.  Any state bank or
trust company or national banking  association into which the Trustee or the Securities  Administrator may
be merged  or  converted  or with  which it may be  consolidated  or any state  bank or trust  company  or
national banking association  resulting from any merger,  conversion or consolidation to which the Trustee
or the Securities  Administrator,  respectively,  shall be a party,  or any state bank or trust company or
national banking  association  succeeding to all or  substantially  all of the corporate trust business of
the Trustee or the Securities  Administrator,  respectively,  shall be the successor of the Trustee or the
Securities Administrator,  respectively,  hereunder, provided such state bank or trust company or national
banking  association  shall be eligible under the provisions of  Section 9.04.  Such  succession  shall be
valid without the  execution,  delivery of notice or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

         Section 9.09  Appointment  of  Co-Trustee  or Separate  Trustee.  (a)  Notwithstanding  any other
provisions  hereof, at any time, for the purpose of meeting any legal  requirements of any jurisdiction in
which any part of the Trust or property  constituting  the same may at the time be located,  the Depositor
and the Trustee  acting  jointly  shall have the power and shall  execute and deliver all  instruments  to
appoint  one or  more  Persons  approved  by the  Trustee  and  the  Depositor  to  act as  co-trustee  or
co-trustees,  jointly with the Trustee,  or separate trustee or separate  trustees,  of all or any part of
the Trust, and to vest in such Person or Persons,  in such capacity,  such title to the Trust, or any part
thereof,  and, subject to the other provisions of this  Section 9.09,  such powers,  duties,  obligations,
rights and trusts as the Depositor and the Trustee may consider necessary or desirable.

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

         (c)      No  co-trustee  or  separate  trustee  hereunder  shall be required to meet the terms of
eligibility as a successor Trustee under  Section 9.04  hereunder and no notice to  Certificateholders  of
the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 9.07 hereof.

         (d)      In the case of any  appointment  of a co-trustee  or separate  trustee  pursuant to this
Section 9.09,  all  rights,  powers,  duties and  obligations  conferred  or imposed  upon the Trustee and
required  to be  conferred  on such  co-trustee  shall be  conferred  or  imposed  upon and  exercised  or
performed  by the Trustee  and such  separate  trustee or  co-trustee  jointly,  except to the extent that
under any law of any  jurisdiction  in which any  particular  act or acts are to be performed  (whether as
Trustee hereunder or as successor to the Master Servicer  hereunder),  the Trustee shall be incompetent or
unqualified  to perform  such act or acts,  in which event such  rights,  powers,  duties and  obligations
(including  the holding of title to the Trust or any portion  thereof in any such  jurisdiction)  shall be
exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.

         (e)      Any notice,  request or other  writing given to the Trustee shall be deemed to have been
given to each of the  then  separate  trustees  and  co-trustees,  as  effectively  as if given to each of
them.  Every  instrument  appointing any separate  trustee or co-trustee shall refer to this Agreement and
the  conditions  of this Article IX. Each  separate  trustee and  co-trustee,  upon its  acceptance of the
trusts  conferred,  shall  be  vested  with  the  estates  or  property  specified  in its  instrument  of
appointment,  either jointly with the Trustee or separately,  as may be provided  therein,  subject to all
the provisions of this Agreement,  specifically  including  every provision of this Agreement  relating to
the  conduct  of,  affecting  the  liability  of, or  affording  protection  to, the  Trustee.  Every such
instrument shall be filed with the Trustee.

         (f)      To the extent not  prohibited  by law, any separate  trustee or  co-trustee  may, at any
time,  request  the  Trustee,  its agent or  attorney-in-fact,  with full power and  authority,  to do any
lawful  act under or with  respect  to this  Agreement  on its  behalf  and in its name.  If any  separate
trustee or co-trustee  shall die, become  incapable of acting,  resign or be removed,  all of its estates,
properties  rights,  remedies and trusts  shall vest in and be  exercised  by the  Trustee,  to the extent
permitted by law, without the appointment of a new or successor Trustee.

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

         Section 9.10      Federal  Information  Returns  and  Reports  to   Certificateholders;   REMIC
Administration. (a) For federal  income tax  purposes,  the taxable  year of each 2007-1 REMIC shall be a
calendar year and the Securities  Administrator  shall  maintain or cause the  maintenance of the books of
each such 2007-1 REMIC on the accrual method of accounting.

         (b)      It is intended  that the portion of the Trust Fund  consisting  of the Trust's  interest
in the Cap  Contracts be  classified  for federal  income tax purposes as a grantor trust under subpart E,
part I of  subchapter J of chapter 1 of the Code, of which the Class B-IO  Certificateholders  are owners,
rather than as an association taxable as a corporation.  The powers granted and obligations  undertaken in
this Agreement shall be construed so as to further such intent.

         (c)      The  Securities  Administrator  shall  prepare  and file or  cause to be filed  with the
Internal  Revenue  Service,  and  the  Trustee  shall  upon  the  written  instruction  of the  Securities
Administrator  sign,  Federal tax  information  returns or elections  required to be made  hereunder  with
respect to each 2007-1  REMIC,  the Trust Fund  (including  the portion of the Trust Fund  classified as a
grantor trust as noted in Section  9.10(b)) and the  Certificates  containing such  information and at the
times  and in the  manner as may be  required  by the Code or  applicable  Treasury  regulations,  and the
Securities  Administrator  shall  furnish to each Holder of  Certificates  at any time during the calendar
year for which such returns or reports are made such  statements  or  information  at the times and in the
manner as may be required thereby, including,  without limitation,  reports relating to mortgaged property
that is  abandoned  or  foreclosed,  receipt  of  mortgage  interests  in kind in a trade or  business,  a
cancellation of  indebtedness,  interest,  original issue discount and market discount or premium (using a
constant  prepayment  assumption  of 30% CPR for the Group I  Mortgage  Loans and 25% CPR for the Group II
Mortgage Loans). The Securities  Administrator will apply for an Employee  Identification  Number from the
IRS under Form SS-4 or any other  acceptable  method for all tax  entities  (including  the portion of the
Trust  Fund  classified  as a  grantor  trust  as  noted  in  Section  9.10(b)).  In  connection  with the
foregoing,  the  Securities  Administrator  shall timely  prepare and file, and the Trustee shall upon the
written  instruction of the  Securities  Administrator  sign, IRS Form 8811,  which shall provide the name
and  address of the person who can be  contacted  to obtain  information  required  to be  reported to the
holders  of regular  interests  in each  2007-1  REMIC  (the  “REMIC  Reporting  Agent”).  The  Securities
Administrator  on behalf of the Trustee  shall make  elections  to treat each 2007-1  REMIC as a REMIC and
the portion of the Trust Fund  consisting of the Trust's  interest in the Cap Contracts as a grantor trust
(which  elections  shall apply to the taxable  period  ending  December 31,  2007 and each  calendar  year
thereafter)  in  such  manner  as the  Code or  applicable  Treasury  regulations  may  prescribe,  and as
described  by the  Securities  Administrator.  The  Trustee  shall  upon the  written  instruction  of the
Securities  Administrator  sign all tax information  returns filed pursuant to this  Section and any other
returns as may be required  by the Code.  The Holder of the largest  percentage  interest in the  Residual
Certificates  is hereby  designated  as the “Tax  Matters  Person”  (within  the  meaning  of Treas.  Reg.
§§1.860F-4(d))  for each 2007-1 REMIC. The Securities  Administrator is hereby designated and appointed as
the agent of each such Tax  Matters  Person.  Any  Holder of a  Residual  Certificate  will by  acceptance
thereof appoint the Securities  Administrator as agent and  attorney-in-fact  for the purpose of acting as
Tax Matters  Person for each 2007-1 REMIC during such time as the  Securities  Administrator  does not own
any such Residual  Certificate.  In the event that the Code or applicable  Treasury  regulations  prohibit
the Trustee from signing tax or information returns or other statements,  or the Securities  Administrator
from acting as agent for the Tax Matters Person, the Trustee and the Securities  Administrator  shall take
whatever  action  that in their sole good  faith  judgment  is  necessary  for the  proper  filing of such
information returns or for the provision of a tax matters person,  including  designation of the Holder of
the largest  percentage  interest  in a Residual  Certificate  to sign such  returns or act as tax matters
person.  Each Holder of a Residual Certificate shall be bound by this Section.

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

         (e)      The  Securities  Administrator  shall  prepare  and file or cause to be  filed,  and the
Trustee shall upon the written  instruction  of the  Securities  Administrator  sign, any state income tax
returns required under Applicable State Law with respect to each 2007-1 REMIC or the Trust Fund.

         (f)      The Securities  Administrator shall request  certification  acceptable to the Securities
Administrator  to enable the  Securities  Administrator  to make  payments on the Class B-IO  Certificates
without  withholding or backup  withholding  taxes.  Each Class B-IO  Certificateholder  shall provide the
appropriate tax certification  requested  pursuant to this paragraph and to update or replace such form or
certification  in accordance  with its terms or its subsequent  amendments and consents to the delivery by
the Securities  Administrator  to the  Counterparty  of any such  certification.  Such  certification  may
include  Form  W-8BEN,  Form  W-8IMY,  Form W-9 or Form W-8ECI or any  successors  to such IRS forms.  Any
purported sales or transfers of any Class II-B-IO  Certificate to a transferee  which does not comply with
these requirements shall be deemed null and void under this Agreement.

         (g)      The Securities Administrator,  on behalf of the Trust, (i) shall authorize,  execute and
deliver  a United  States  Internal  Revenue  Service  Form W-9 or  successor  applicable  form,  or other
appropriate  United  States tax forms as may be  required  to prevent  withholding  or backup  withholding
taxes on  payments  to the Trust  under the Cap  Contracts,  to the  Counterparty  on or before  the first
payment date under the Cap Contracts and thereafter  prior to the expiration or  obsolescence of such form
and (ii) shall, if requested by the Counterparty,  deliver to the Counterparty  promptly upon receipt each
certification received from the Class B-IO Certificateholders pursuant to section 9.10(f).

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

         (i)      The Trustee and the  Securities  Administrator  each agrees to indemnify  the Trust Fund
and the Depositor for any taxes and costs including,  without  limitation,  any reasonable  attorneys fees
imposed on or incurred by the Trust Fund,  the Depositor or the Master  Servicer,  as a result of a breach
by such  party  of such  party’s  covenants  set  forth  in this  Section 9.10;  provided,  however,  such
liability  and  obligation to indemnify in this  paragraph  shall be several and not joint and the Trustee
and the Securities  Administrator  shall not be liable or be obligated to indemnify the Trust Fund for the
failure by the other to perform any duty under this  Agreement  or the breach by the other of any covenant
in this Agreement.

                                                ARTICLE X
                                               Termination

         Section 10.01.    Termination  Upon  Repurchase  by EMC or its  Designee or  Liquidation  of the
Mortgage Loans.  (a)         Subject to Section 10.02,  the respective obligations and responsibilities of
the Depositor,  the Trustee,  the Master Servicer and the Securities  Administrator  created hereby, other
than the obligation of the Securities  Administrator to make payments to  Certificateholders  as set forth
in this Section 10.01 shall terminate:

                  (i)      in accordance with Section  10.01(c),  the repurchase by or at the direction of
EMC or its  designee  of all of the  Mortgage  Loans  in each of Loan  Group I and Loan  Group  II  (which
repurchase  of the Group I Mortgage  Loans and the Group II Mortgage  Loans may occur on  separate  dates)
and all related REO Property  remaining in the Trust at a price (the  Termination  Purchase Price) equal
to the sum of (without  duplication) (a) 100% of the Outstanding  Principal  Balance of each Mortgage Loan
in such Loan  Group (other  than a Mortgage  Loan related to REO  Property) as of the date of  repurchase,
net of the principal  portion of any  unreimbursed  Monthly Advances on the Mortgage Loans relating to the
Mortgage  Loans made by the  purchaser,  plus  accrued  but  unpaid  interest  thereon  at the  applicable
Mortgage  Interest  Rate  to,  but not  including,  the  first  day of the  month of  repurchase,  (b) the
appraised  value  of any  related  REO  Property,  less  the  good  faith  estimate  of the  Depositor  of
liquidation  expenses  to be incurred  in  connection  with its  disposal  thereof  (but not more than the
Outstanding  Principal  Balance of the related  Mortgage  Loan,  together with interest at the  applicable
Mortgage  Interest  Rate  accrued on that balance but unpaid to, but not  including,  the first day of the
month of  repurchase),  such  appraisal  to be  calculated  by an  appraiser  mutually  agreed upon by the
Depositor and the Trustee at the expense of the  Depositor,  (c)  unreimbursed  out-of pocket costs of the
Master Servicer,  including  unreimbursed servicing advances and the principal portion of any unreimbursed
Monthly  Advances,  made on the Mortgage Loans in such Loan Group prior to the exercise of such repurchase
right,  (d) any costs and damages  incurred by the Trust in connection with any violation of any predatory
or abusive  lending laws with respect to a Mortgage Loan, and (e) any  unreimbursed  costs and expenses of
the Trustee, the Custodian and the Securities Administrator payable pursuant to Section 9.03;

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

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

         (b)      In no event,  however,  shall the Trust created hereby continue beyond the expiration of
21  years  from  the  death of the last  survivor  of the  descendants  of  Joseph  P.  Kennedy,  the late
Ambassador of the United States to the Court of St. James’s, living on the date of this Agreement.

         (c)      (i)      The right of EMC or its  designee  to  repurchase  Group I  Mortgage  Loans and
related assets  described in Section  10.01(a)(i)  above shall be exercisable only if the aggregate Stated
Principal  Balance of the Mortgage  Loans at the time of any such  repurchase  is less than 20% of the sum
of the Cut-off Date Balance.

                  (ii)     The right of EMC or its  designee to  repurchase  Group II  Mortgage  Loans and
related assets  described in Section  10.01(a)(i)  above shall be exercisable only if the aggregate Stated
Principal  Balance of the Mortgage  Loans at the time of any such  repurchase  is less than 10% of the sum
of the Cut-off Date Balance.

                  (iii)    The right of EMC or its  designee  to  repurchase  all the  assets of the Trust
Fund described in Section  10.01(a)(i)  above shall also be  exercisable  if the Depositor,  based upon an
Opinion  of  Counsel  addressed  to the  Depositor,  the  Trustee  and the  Securities  Administrator  has
determined  that the REMIC  status of any 2007-1  REMIC has been lost or that a  substantial  risk  exists
that such REMIC status will be lost for the then-current taxable year.

                  (iv)     At any time  thereafter,  in the case of (i) and (ii)  above,  EMC may elect to
terminate any 2007-1 REMIC at any time,  and upon such  election,  the  Depositor or its  designee,  shall
purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.

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

         (e)      If the  option of EMC to  repurchase  or cause the  repurchase  of all Group I  Mortgage
Loans or the Group II  Mortgage  Loans and the  related  assets  described  in Section  10.01(c)  above is
exercised,  EMC and/or its  designee  shall  deliver to the  Securities  Administrator  for deposit in the
Distribution  Account,  by the Business Day prior to the applicable  Distribution Date, an amount equal to
the Termination  Purchase Price of the Mortgage Loans being  repurchased on such  Distribution  Date. Upon
presentation and surrender of the related Certificates by the related  Certificateholders,  the Securities
Administrator  shall  distribute  to  such   Certificateholders  from  amounts  then  on  deposit  in  the
Distribution  Account an amount determined as follows:  with respect to each such Certificate  (other than
the Class II-X Certifficates,  the Residual  Certificates and the Class XP Certificates),  the outstanding
Certificate  Principal  Balance,  plus with  respect to each such  Certificate  (other than the Class II-X
Certifficates,  the Residual Certificates and the Class XP Certificates),  one month’s interest thereon at
the  applicable  Pass-Through  Rate;  and  with  respect  to the  Class R  Certificates  and the  Class XP
Certificates,  the percentage  interest  evidenced thereby  multiplied by the difference,  if any, between
the above  described  repurchase  price and the aggregate  amount to be  distributed to the Holders of the
related  Certificates  (other  than the  Residual  Certificates  and the  Class XP  Certificates).  If the
amounts  then on  deposit  in the  Distribution  Account  are  not  sufficient  to pay all of the  related
Certificates  in full (other  than the  Residual  Certificates  and the Class XP  Certificates),  any such
deficiency  will be allocated,  in the case of a repurchase of the Group I Mortgage  Loans,  first, to the
Class  I-B  Certificates,  in  inverse  order of their  numerical  designation,  second,  to the Class I-M
Certificates,  in  inverse  order  of  their  numerical  designation,  and  then  to  the  related  Senior
Certificates,  on a pro rata  basis,  and in the case of a  repurchase  of the  Group II  Mortgage  Loans,
first, to the Class II-B Certificates,  in inverse order of their numerical  designation,  and then to the
related  Senior  Certificates,  on a pro rata basis.  Upon  deposit of the required  repurchase  price and
following  such  final  Distribution  Date for the  related  Certificates,  the  Trustee  shall  cause the
Custodian to promptly  release to EMC and/or its designee the Mortgage Files for the remaining  applicable
Mortgage  Loans,  and the  Accounts  with  respect  thereto  shall  terminate,  subject to the  Securities
Administrator’s  obligation  to hold  any  amounts  payable  to the  related  Certificateholders  in trust
without interest  pending final  distributions  pursuant to Section  10.01(g).  After final  distributions
pursuant to Section  10.01(g) to all  Certificateholders,  any other  amounts  remaining  in the  Accounts
will belong to the Depositor.

         (f)      In the event that this  Agreement is terminated by reason of the payment or  liquidation
of all Mortgage  Loans or the  disposition  of all property  acquired  with respect to all Mortgage  Loans
under  Section  10.01(a)(ii) above,   upon  the  presentation  and  surrender  of  the  Certificates,  the
Securities  Administrator shall distribute to the remaining  Certificateholders,  in accordance with their
respective  interests,  all distributable  amounts remaining in the Distribution  Account.  Following such
final  Distribution  Date, the Trustee shall release (or shall instruct the Custodian,  on its behalf,  to
release)  promptly to the Depositor or its designee the Mortgage Files for the remaining  Mortgage  Loans,
and the Distribution  Account shall  terminate,  subject to the Securities  Administrator’s  obligation to
hold any amounts payable to the  Certificateholders  in trust without interest pending final distributions
pursuant to this Section  10.01(f).

         (g)      If  not  all  of  the   Certificateholders   shall  surrender  their   Certificates  for
cancellation  within six months  after the time  specified  in the  above-mentioned  written  notice,  the
Securities  Administrator  shall  give a second  written  notice to the  remaining  Certificateholders  to
surrender their  Certificates for cancellation  and receive the final  distribution  with respect thereto.
If within six months after the second notice,  not all the  Certificates  shall have been  surrendered for
cancellation,  the  Securities  Administrator  may take  appropriate  steps,  or appoint any agent to take
appropriate   steps,  to  contact  the  remaining   Certificateholders   concerning   surrender  of  their
Certificates,  and the cost thereof  shall be paid out of the funds and other assets which remain  subject
to this Agreement.

         (h)      EMC, if it is not the Master Servicer, or its designee,  as applicable,  shall be deemed
to  represent  that one of the  following  will be true and  correct:  (i) the  exercise  of the  optional
termination  right set forth in Section  10.01  shall not result in a  non-exempt  prohibited  transaction
under ERISA or Section 4975 of the Code or (ii) EMC or such designee,  as  applicable,  is (A) not a party
in  interest  with  respect  to any Plan  and (B) is not a  "benefit  plan  investor"  (other  than a plan
sponsored or maintained by EMC or the designee,  as the case may be,  provided that no assets of such plan
are  invested or deemed to be invested in the  Certificates).  If the holder of the  optional  termination
right is unable to exercise  such option by reason of the  preceding  sentence,  then the Master  Servicer
may exercise such option.

         Section 10.02.    Additional  Termination  Requirements.  (a) If the option of the  Depositor  to
repurchase all the Mortgage Loans under Section  10.01(a)(i)  above is exercised,  the Trust Fund and each
2007-1 REMIC shall be terminated in accordance  with the  following  additional  requirements,  unless the
Trustee  has been  furnished  with an Opinion of Counsel  addressed  to the Trustee to the effect that the
failure of the Trust to comply  with the  requirements  of this  Section  10.02 will not (i) result in the
imposition  of taxes on  “prohibited  transactions”  as defined in Section 860F of the Code on each 2007-1
REMIC or (ii) cause any 2007-1  REMIC to fail to  qualify as a 2007-1  REMIC at any time that any  Regular
Certificates are outstanding:

                  (i)      within 90 days prior to the final  Distribution  Date, at the written direction
of Depositor, the Securities  Administrator,  as agent for the respective Tax Matters Persons, shall adopt
a plan  of  complete  liquidation  of  each  2007-1  REMIC  in the  case of a  termination  under  Section
10.01(a)(i).  Such plan, which shall be provided to the Securities  Administrator by the Depositor,  shall
meet the  requirements  of a “qualified  liquidation”  under Section 860F of the Code and any  regulations
thereunder.

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

                  (iii)    at or after the time of adoption of such a plan of complete  liquidation of any
2007-1 REMIC and at or prior to the final Distribution Date, the Securities  Administrator  shall sell for
cash all of the  assets of the Trust to or at the  direction  of the  Depositor,  and each  2007-1  REMIC,
shall terminate at such time.

         (b)      By their acceptance of the Residual  Certificates,  the Holders thereof hereby (i) agree
to adopt such a plan of complete  liquidation of the related 2007-1 REMIC upon the written  request of the
Depositor,  and to take  such  action  in  connection  therewith  as may be  reasonably  requested  by the
Depositor and (ii) appoint the Depositor as their attorney-in-fact,  with full power of substitution,  for
purposes of adopting such a plan of complete  liquidation.  The Securities  Administrator on behalf of the
Trustee shall adopt such plan of liquidation by filing the  appropriate  statement on the final tax return
of each 2007-1 REMIC.  Upon complete  liquidation or final  distribution of all of the assets of the Trust
Fund, the Trust Fund and each 2007-1 REMIC shall terminate.

                                                ARTICLE XI
                                         Miscellaneous Provisions

         Section 11.01.    Intent of Parties.  The parties  intend that each 2007-1 REMIC shall be treated
as a REMIC for federal income tax purposes and that the  provisions of this Agreement  should be construed
in furtherance  of this intent.  Notwithstanding  any other express or implied  agreement to the contrary,
the Sponsor,  the Master  Servicer,  the  Securities  Administrator,  the  Depositor,  the  Trustee,  each
recipient  of the  related  Prospectus  Supplement  and,  by its  acceptance  thereof,  each  holder  of a
Certificate,  agrees  and  acknowledges  that each party  hereto  has  agreed  that each of them and their
employees,  representatives  and other agents may disclose,  immediately upon commencement of discussions,
to any and all persons the tax  treatment  and tax structure of the  Certificates  and the 2007-1  REMICs,
the  transactions  described  herein  and all  materials  of any kind  (including  opinions  and other tax
analyses)  that are provided to any of them relating to such tax treatment and tax structure  except where
confidentiality   is  reasonably   necessary  to  comply  with  the  securities  laws  of  any  applicable
jurisdiction.  For purposes of this  paragraph,  the terms “tax  treatment” and “tax  structure”  have the
meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).

         Section 11.02.    Amendment.  (a)  This  Agreement  may be  amended  from  time  to  time  by the
Company,  the Depositor,  the Master  Servicer,  the  Securities  Administrator  and the Trustee,  without
notice to or the consent of any of the  Certificateholders,  to (i) cure any  ambiguity,  (ii)  correct or
supplement any provisions herein that may be defective or inconsistent  with any other provisions  herein,
(iii) conform any provisions  herein to the provisions in the Prospectus,  (iv) comply with any changes in
the Code,  (v) to revise or correct  any  provisions  to reflect  the  obligations  of the parties to this
Agreement as they relate to  Regulation  AB or (vi) make any other  provisions  with respect to matters or
questions  arising  under this  Agreement  which shall not be  inconsistent  with the  provisions  of this
Agreement;  provided,  however, that with respect to clauses (iv) and (vi) of this Section 11.02(a),  such
action shall not, as evidenced by an Opinion of Independent Counsel,  addressed to the Trustee,  adversely
affect  in  any  material  respect  the  interests  of  any  Certificateholder.  Notwithstanding  anything
contained in Section 3.23,  this Agreement  shall not be amended  without the agreement of all the parties
hereto.

         (b)      This  Agreement  may  also be  amended  from  time to time by the  Company,  the  Master
Servicer,  the Depositor,  the Securities  Administrator  and the Trustee,  with the consent of Holders of
the Certificates  evidencing not less than 51% of the aggregate outstanding  Certificate Principal Balance
of the  Certificates  included  in the Loan Group  affected  thereby  (or,  of each Class of  Certificates
evidencing  not less than 51% of the aggregate  outstanding  Certificate  Principal  Balance of each Class
affected  thereby,  if such  amendment  affects  only such Class or Classes) for the purpose of adding any
provisions  to or changing in any manner or  eliminating  any of the  provisions  of this  Agreement or of
modifying in any manner the rights of the  Certificateholders;  provided,  however, that no such amendment
shall  (i) reduce  in any manner the amount of, or delay the  timing of,  payments  received  on  Mortgage
Loans which are required to be  distributed on any  Certificate  without the consent of the Holder of such
Certificate,  (ii) reduce the aforesaid  percentage of  Certificates  the Holders of which are required to
consent to any such amendment,  without the consent of the Holders of all Certificates  then  outstanding,
or  (iii) cause  any 2007-1  REMIC to fail to  qualify as a REMIC for  federal  income  tax  purposes,  as
evidenced by an Opinion of  Independent  Counsel  addressed to the Trustee  which shall be provided to the
Trustee other than at the Trustee’s expense.  Notwithstanding  any other provision of this Agreement,  for
purposes  of the  giving or  withholding  of  consents  pursuant  to this  Section 11.02(b),  Certificates
registered in the name of or held for the benefit of the  Depositor,  the  Securities  Administrator,  the
Master  Servicer,  or the Trustee or any  Affiliate  thereof  shall be  entitled to vote their  Fractional
Undivided Interests with respect to matters affecting such Certificates.

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

         (d)      In the case of an amendment  under  Section  11.02(b)  above,  it shall not be necessary
for the  Certificateholders  to approve the  particular  form of such an  amendment.  Rather,  it shall be
sufficient  if the  Certificateholders  approve the  substance of the  amendment.  The manner of obtaining
such consents and of evidencing the  authorization of the execution  thereof by  Certificateholders  shall
be subject to such reasonable regulations as the Securities Administrator may prescribe.

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

         Section 11.03.    Recordation  of  Agreement.  To the extent  permitted by  applicable  law, this
Agreement is subject to recordation  in all  appropriate  public offices for real property  records in all
the  counties  or other  comparable  jurisdictions  in which any or all of the  Mortgaged  Properties  are
situated,  and in any other appropriate  public recording office or elsewhere.  The Depositor shall effect
such  recordation,  at the  expense of the Trust upon the request in writing of a  Certificateholder,  but
only if  such  direction  is  accompanied  by an  Opinion  of  Counsel  (provided  at the  expense  of the
Certificateholder  requesting  recordation)  to the effect  that such  recordation  would  materially  and
beneficially affect the interests of the Certificateholders or is required by law.

         Section 11.04.    Limitation  on Rights of  Certificateholders.  (a) The death or  incapacity  of
any   Certificateholder   shall  not   terminate   this   Agreement   or  the  Trust,   nor  entitle  such
Certificateholder’s  legal  representatives  or  heirs to claim an  accounting  or to take any  action  or
proceeding  in any court for a  partition  or winding up of the Trust,  nor  otherwise  affect the rights,
obligations and liabilities of the parties hereto or any of them.

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

         (c)      No  Certificateholder  shall have any right by virtue of any provision of this Agreement
to  institute  any suit,  action or  proceeding  in equity or at law upon,  under or with  respect to this
Agreement  against the Depositor,  the Securities  Administrator,  the Master Servicer or any successor to
any such  parties  unless  (i) such  Certificateholder  previously  shall  have  given  to the  Securities
Administrator  a  written  notice of a  continuing  default,  as  herein  provided,  (ii) the  Holders  of
Certificates  evidencing  Fractional  Undivided Interests  aggregating not less than 51% of the Trust Fund
shall have made written  request upon the Trustee to institute such action,  suit or proceeding in its own
name as Trustee  hereunder  and shall have  offered to the Trustee  such  reasonable  indemnity  as it may
require  against the costs and expenses and liabilities to be incurred  therein or thereby,  and (iii) the
Trustee,  for 60 days  after its  receipt  of such  notice,  request  and offer of  indemnity,  shall have
neglected or refused to institute any such action, suit or proceeding.

         (d)      No one or more  Certificateholders  shall have any right by virtue of any  provision  of
this  Agreement  to  affect  the  rights of any  other  Certificateholders  or to obtain or seek to obtain
priority  or  preference  over any other  such  Certificateholder,  or to  enforce  any right  under  this
Agreement,  except in the manner  herein  provided  and for the equal,  ratable and common  benefit of all
Certificateholders.  For the protection and  enforcement  of the  provisions of this  Section 11.04,  each
and every  Certificateholder  and the Trustee  shall be entitled to such relief as can be given  either at
law or in equity.

         Section 11.05.    Acts  of   Certificateholders.   (a)  Any   request,   demand,   authorization,
direction,  notice,  consent,  waiver or other action  provided by this  Agreement to be given or taken by
Certificateholders  may be embodied in and evidenced by one or more instruments of  substantially  similar
tenor signed by such  Certificateholders  in person or by an agent duly  appointed  in writing.  Except as
herein  otherwise  expressly  provided,  such  action  shall  become  effective  when such  instrument  or
instruments  are delivered to the Securities  Administrator  and, where it is expressly  required,  to the
Depositor.  Proof of execution of any such  instrument or of a writing  appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the Securities  Administrator  and
the Depositor, if made in the manner provided in this Section 11.05.

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

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

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

         (e)      In  determining  whether  the  Holders  of  the  requisite  percentage  of  Certificates
evidencing  Fractional  Undivided  Interests  have given any request,  demand,  authorization,  direction,
notice,  consent or waiver hereunder,  Certificates  owned by the Trustee,  the Securities  Administrator,
the Depositor,  the Master  Servicer or any Affiliate  thereof shall be  disregarded,  except as otherwise
provided in  Section 11.02(b)  and except that, in  determining  whether the Trustee shall be protected in
relying  upon any such  request,  demand,  authorization,  direction,  notice,  consent  or  waiver,  only
Certificates  which a  Responsible  Officer  of the  Trustee  actually  knows to be so  owned  shall be so
disregarded.  Certificates  which  have  been  pledged  in  good  faith  to the  Trustee,  the  Securities
Administrator,  the  Depositor,  the  Master  Servicer  or  any  Affiliate  thereof  may  be  regarded  as
outstanding  if the pledgor  establishes  to the  satisfaction  of the Trustee the pledgor’s  right to act
with  respect  to such  Certificates  and  that  the  pledgor  is not an  Affiliate  of the  Trustee,  the
Securities Administrator, the Depositor, or the Master Servicer, as the case may be.

         Section 11.06.    Governing  Law.  THIS  AGREEMENT  AND THE  CERTIFICATES  SHALL BE  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE GENERAL  OBLIGATIONS  LAW, WHICH THE PARTIES HERETO  EXPRESSLY RELY UPON IN THE
CHOICE OF SUCH LAW AS THE  GOVERNING  LAW  HEREUNDER)  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.07.    Notices.  All demands and  notices  hereunder  shall be in writing and shall be
deemed given when  delivered at (including  delivery by facsimile)  or mailed by registered  mail,  return
receipt  requested,  postage  prepaid,  or by  recognized  overnight  courier,  to (i) in  the case of the
Depositor,  Structured Asset Mortgage  Investments II Inc., 383 Madison Avenue,  New York, New York 10179,
Attention:   Chief   Counsel,   and  with   respect  to  Reg  AB   notifications   to  the   Depositor  at
regabnotifications@bear.com;  (ii) in the case of the Trustee,  at its  Corporate  Trust  Office,  or such
other address as may hereafter be furnished to the other parties  hereto in writing;  (iii) in the case of
the  Company,  383  Madison  Avenue,  New  York,  New York  10179,  Attention:  Vice  President-Servicing,
telecopier  number:  (212)  272-5591,  or to such other address as may hereafter be furnished to the other
parties  hereto in writing;  (iv) in the case of the Master  Servicer or Securities  Administrator,  Wells
Fargo Bank,  National  Association,  P.O. Box 98,  Columbia  Maryland  21046 (or, in the case of overnight
deliveries,  9062 Old Annapolis Road,  Columbia,  Maryland 21045)  (Attention:  Corporate Trust Services -
BSALTA  2007-1),  facsimile  no.: (410)  715-2380,  or such other address as may hereafter be furnished to
the  other  parties  hereto in  writing;  or (v) in the case of the  Rating  Agencies,  Moody’s  Investors
Service,  Inc.,  99 Church  Street,  New York,  New York 10007 and  Standard & Poor’s,  a division  of The
McGraw-Hill  Companies,  Inc.,  55 Water Street,  New York,  New York 10041.  Any notice  delivered to the
Depositor,  the Master  Servicer,  the Securities  Administrator or the Trustee under this Agreement shall
be effective  only upon  receipt.  Any notice  required or permitted to be mailed to a  Certificateholder,
unless otherwise provided herein,  shall be given by first-class mail, postage prepaid,  at the address of
such  Certificateholder  as shown in the  Certificate  Register.  Any  notice  so mailed  within  the time
prescribed in this Agreement shall be conclusively  presumed to have been duly given when mailed,  whether
or not the Certificateholder receives such notice.

         Section 11.08.    Severability  of Provisions.  If any one or more of the covenants,  agreements,
provisions  or  terms of this  Agreement  shall be for any  reason  whatsoever  held  invalid,  then  such
covenants,  agreements,  provisions  or terms  shall be  deemed  severed  from  the  remaining  covenants,
agreements,  provisions  or  terms  of  this  Agreement  and  shall  in no  way  affect  the  validity  or
enforceability  of the other  provisions  of this  Agreement or of the  Certificates  or the rights of the
holders thereof.

         Section 11.09.    Successors  and Assigns.  The  provisions  of this  Agreement  shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto.

         Section 11.10.    Article and  Section Headings.  The article and section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

         Section 11.11.    Counterparts.  This Agreement may be executed in two or more  counterparts each
of which when so executed and delivered  shall be an original but all of which together  shall  constitute
one and the same instrument.

         Section 11.12.    Notice to Rating  Agencies.  The article and  section  headings  herein are for
convenience  of  reference  only,  and shall not  limited or  otherwise  affect the  meaning  hereof.  The
Securities  Administrator  shall promptly provide notice to each Rating Agency with respect to each of the
following of which a Responsible Officer of the Securities Administrator has actual knowledge:

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

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

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

         4.       The repurchase or substitution of any Mortgage Loans;

         5.       The final payment to Certificateholders; and

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



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

                                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as
                                                             Depositor

                                                             By:  /s/ Mary P. Haggerty
                                                             Name:  Mary P. Haggerty
                                                             Title: Vice President

                                                             CITIBANK, N.A., as Trustee

                                                             By: /s/ John Hannon
                                                             Name:  John Hannon
                                                             Title:  Vice President

                                                             WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master
                                                             Servicer

                                                             By:  /s/ Stacey Taylor
                                                             Name:  Stacey Taylor
                                                             Title:  Vice President

                                                             WELLS FARGO BANK, NATIONAL ASSOCIATION, as
                                                             Securities Administrator

                                                             By:   /s/ Stacey Taylor
                                                             Name:  Stacey Taylor
                                                             Title:  Vice President



                                                             EMC MORTGAGE CORPORATION

                                                             By:  /s/ Mark Ehrenreich
                                                             Name: Mark Ehrenreich
                                                             Title:     SVP

Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04 and 9.09(c)
in its capacity as Sponsor

EMC MORTGAGE CORPORATION

By: /s/ Mark Novachek
Name: Mark Novachek
Title:  SVP



STATE OF NEW YORK      )
                       ) ss.:
COUNTY OF NEW YORK     )

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

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

                                                              /s/ Michelle Stern
                                                              Notary Public

[Notarial Seal]



STATE OF NEW YORK      )
                       ) ss.:
COUNTY OF NEW YORK     )

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

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

                                                              /s/ Zenaida Santiago
                                                              Notary Public

[Notarial Seal]



STATE OF MARYLAND     )
                      ) ss.:
COUNTY OF HOWARD      )

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

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

                                                              /s/ Jennifer Richardson
                                                              Notary Public

[Notarial Seal]



STATE OF MARYLAND      )
                       ) ss.:
COUNTY OF HOWARD       )

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

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

                                                              /s/ Jennifer Richardson
                                                              Notary Public

[Notarial Seal]



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

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

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

                                                              /s/ Alfie D. Kearney
                                                              Notary Public

[Notarial Seal]



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

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

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

                                                              /s/ Alfie D. Kearney
                                                              Notary Public

[Notarial Seal]



                                                                                                                        EXHIBIT A-1

                                   FORM OF CLASS I-A-[1][2] CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF  THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE
PRINCIPAL  PAYMENTS  HEREON.  ACCORDINGLY,  FOLLOWING  THE  INITIAL  ISSUANCE  OF  THE  CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS CERTIFICATE  WILL BE DIFFERENT FROM THE DENOMINATION  SHOWN BELOW.
ANYONE  ACQUIRING  THIS  CERTIFICATE  MAY ASCERTAIN ITS  CERTIFICATE  PRINCIPAL  BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.

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

Certificate No. 1                                          Variable Pass-Through Rate

Class I-A-[1][2] [Super] Senior [Support]

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $____________

First Distribution Date:                                   Initial Certificate Principal Balance of this
February 25, 2007                                          Certificate as of the Cut-off Date: $__________

Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         I-A-[1][2]  Certificates  with  respect to a Trust Fund  consisting  primarily of a pool
         of  adjustable  interest  rate  mortgage  loans  secured by first  liens on  one-to-four
         family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest on this  Certificate  will  accrue  during the period  from and  including  the
preceding  Distribution  Date (as  hereinafter  defined) (or in the case of the first  Distribution  Date,
from  the  Closing  Date)  to and  including  the  day  prior  to the  current  Distribution  Date  on the
Certificate  Principal  Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement.  The Securities  Administrator  will distribute on the 25th day of each month, or, if such 25th
day is not a Business  Day,  the  immediately  following  Business  Day  (each,  a  "Distribution  Date"),
commencing on the first  Distribution  Date specified  above, to the Person in whose name this Certificate
is  registered  at  the  close  of  business  on  the  Business  Day  immediately  preceding  the  related
Distribution  Date so long as such  Certificate  remains in book-entry form (and  otherwise,  the close of
business  on the last  Business  Day of the month  immediately  preceding  the month of such  Distribution
Date), an amount equal to the product of the Fractional  Undivided  Interest evidenced by this Certificate
and the amount (of interest,  if any) required to be  distributed  to the Holders of  Certificates  of the
same Class as this  Certificate.  The Assumed  Final  Distribution  Date is the  Distribution  Date in the
month following the latest  scheduled  maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.

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

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class  I-A-[1][2]  Certificates  referred to in the  within-mentioned
Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                     ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                        EXHIBIT A-2

                                   FORM OF CLASS I-M-[1][2] CERTIFICATE

                  THIS  CERTIFICATE IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A  CERTIFICATES  AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF  THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE
PRINCIPAL   PAYMENTS  HEREON  AND  REALIZED  LOSSES  ALLOCABLE  HERETO  AS  DESCRIBED  IN  THE  AGREEMENT.
ACCORDINGLY,  FOLLOWING THE INITIAL ISSUANCE OF THE  CERTIFICATES,  THE CERTIFICATE  PRINCIPAL  BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

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

         EACH BENEFICIAL OWNER OF A CLASS  I-M-[1][2]  CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED
TO HAVE  REPRESENTED,  BY VIRTUE OF ITS  ACQUISITION OR HOLDING OF THAT  CERTIFICATE OR INTEREST  THEREIN,
THAT EITHER (I) SUCH  CERTIFICATE  IS RATED AT LEAST "BBB-" OR ITS  EQUIVALENT BY FITCH,  S&P AND MOODY'S,
(II) IT IS NOT A PLAN  SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS
AMENDED,  OR  SECTION  4975 OF THE CODE  (EACH A "PLAN") OR  INVESTING  WITH "PLAN  ASSETS" OF ANY PLAN OR
(III) (1) IT IS AN INSURANCE  COMPANY,  (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE CERTIFICATE OR
INTEREST  THEREIN IS AN "INSURANCE  COMPANY GENERAL  ACCOUNT," AS SUCH TERM IS DEFINED IN U.S.  DEPARTMENT
OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION  ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND
III OF PTCE 95-60 HAVE BEEN SATISFIED.

Certificate No.1                                           Variable Pass-Through Rate

Class I-M-[1][2] Subordinate

Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Certificate Principal Balance of this
                                                           Certificate as of the Cut-off Date:
January 1, 2007                                            $__________

First Distribution Date:                                   Initial Certificate Principal Balance of this
February 25, 2007                                          Certificate as of the Cut-off Date:     $__________

Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

         evidencing  a  fractional  undivided  interest  in the  distributions  allocable  to the
         Class  I-M-[1][2]  Certificates  with respect to a Trust Fund consisting  primarily of a
         pool of adjustable  interest rate mortgage  loans secured by first liens on  one-to-four
         family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest on this  Certificate  will  accrue  during the period  from and  including  the
preceding  Distribution  Date (as  hereinafter  defined) (or in the case of the first  Distribution  Date,
from  the  Closing  Date)  to and  including  the  day  prior  to the  current  Distribution  Date  on the
Certificate  Principal  Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement.  The Securities  Administrator  will distribute on the 25th day of each month, or, if such 25th
day is not a Business  Day,  the  immediately  following  Business  Day  (each,  a  "Distribution  Date"),
commencing on the first  Distribution  Date specified  above, to the Person in whose name this Certificate
is  registered  at  the  close  of  business  on  the  Business  Day  immediately  preceding  the  related
Distribution  Date so long as such  Certificate  remains in book-entry form (and  otherwise,  the close of
business  on the last  Business  Day of the month  immediately  preceding  the month of such  Distribution
Date), an amount equal to the product of the Fractional  Undivided  Interest evidenced by this Certificate
and the amount (of interest,  if any) required to be  distributed  to the Holders of  Certificates  of the
same Class as this  Certificate.  The Assumed  Final  Distribution  Date is the  Distribution  Date in the
month following the latest  scheduled  maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.

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

         Each beneficial owner of a Class  I-M-[1][2]  Certificate or any interest therein shall be deemed
to have  represented,  by virtue of its  acquisition or holding of that  Certificate or interest  therein,
that either (i) such  Certificate  is rated at least "BBB-" or its  equivalent by Fitch,  S&P and Moody's,
(ii) it is not a plan subject to Title I of the Employee  Retirement  Security  Investment Act of 1974, as
amended,  or Section 4975 of the Code (each,  a "Plan") or investing  with "plan  assets" of any Plan,  or
(iii)(1) it is an insurance  company,  (2) the source of funds used to acquire or hold the  Certificate or
interest  therein is an "insurance  company general  account," as such term is defined in U.S.  Department
of Labor Prohibited  Transaction Class Exemption  ("PTCE") 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                                       WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class  I-M-[1][2]  Certificates  referred to in the  within-mentioned
Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                     ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                        EXHIBIT A-3

                                 FORM OF CLASS I-B-[1][2][3] CERTIFICATE

                  THIS  CERTIFICATE IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES  AND
THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF  THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE
PRINCIPAL   PAYMENTS  HEREON  AND  REALIZED  LOSSES  ALLOCABLE  HERETO  AS  DESCRIBED  IN  THE  AGREEMENT.
ACCORDINGLY,  FOLLOWING THE INITIAL ISSUANCE OF THE  CERTIFICATES,  THE CERTIFICATE  PRINCIPAL  BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

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

         EACH  BENEFICIAL  OWNER OF A CLASS  I-B-[1][2][3]  CERTIFICATE  OR ANY INTEREST  THEREIN SHALL BE
DEEMED TO HAVE  REPRESENTED,  BY VIRTUE OF ITS  ACQUISITION  OR HOLDING OF THAT  CERTIFICATE  OR  INTEREST
THEREIN,  THAT EITHER (I) SUCH  CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS  EQUIVALENT BY FITCH,  S&P AND
MOODY'S,  (II) IT IS NOT A PLAN  SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF
1974,  AS AMENDED,  OR SECTION 4975 OF THE CODE (EACH,  A "PLAN") OR INVESTING  WITH "PLAN  ASSETS" OF ANY
PLAN,  OR (III) (1) IT IS AN  INSURANCE  COMPANY,  (2) THE  SOURCE OF FUNDS  USED TO  ACQUIRE  OR HOLD THE
CERTIFICATE  OR INTEREST  THEREIN IS AN "INSURANCE  COMPANY  GENERAL  ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION  CLASS EXEMPTION  ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.

Certificate No.1                                           Variable Pass-Through Rate

Class I-B-[1][2][3] Subordinate

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $__________

First Distribution Date:                                   Initial Certificate Principal Balance of this
February 25, 2007                                          Certificate as of the Cut-off Date:     $__________

Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         I-B-[1][2][3]  Certificates with respect to a Trust Fund consisting  primarily of a pool
         of  adjustable  interest  rate  mortgage  loans  secured by first  liens on  one-to-four
         family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest on this  Certificate  will  accrue  during the period  from and  including  the
preceding  Distribution  Date (as  hereinafter  defined) (or in the case of the first  Distribution  Date,
from  the  Closing  Date)  to and  including  the  day  prior  to the  current  Distribution  Date  on the
Certificate  Principal  Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement.  The Securities  Administrator  will distribute on the 25th day of each month, or, if such 25th
day is not a Business  Day,  the  immediately  following  Business  Day  (each,  a  "Distribution  Date"),
commencing on the first  Distribution  Date specified  above, to the Person in whose name this Certificate
is  registered  at  the  close  of  business  on  the  Business  Day  immediately  preceding  the  related
Distribution  Date so long as such  Certificate  remains in book-entry form (and  otherwise,  the close of
business  on the last  Business  Day of the month  immediately  preceding  the month of such  Distribution
Date), an amount equal to the product of the Fractional  Undivided  Interest evidenced by this Certificate
and the amount (of interest,  if any) required to be  distributed  to the Holders of  Certificates  of the
same Class as this  Certificate.  The Assumed  Final  Distribution  Date is the  Distribution  Date in the
month following the latest  scheduled  maturity date of any Mortgage Loan and is not likely to be the date
on which the Certificate Principal Balance of this Class of Certificates will be reduced to zero.

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

         Each  beneficial  owner of a Class  I-B-[1][2][3]  Certificate  or any interest  therein shall be
deemed to have  represented,  by virtue of its  acquisition  or holding of that  Certificate  or  interest
therein,  that either (i) such  Certificate is rated at least "BBB-" or its  equivalent by Fitch,  S&P and
Moody's,  (ii) it is not a plan  subject  to Title I of the  Employee  Retirement  Security  Income Act of
1974,  as amended,  or Section 4975 of the Code (each,  a "Plan") or investing  with "plan  assets" of any
Plan,  or  (iii)(1)  it is an  insurance  company,  (2) the  source of funds  used to  acquire or hold the
Certificate  or interest  therein is an "insurance  company  general  account," as such term is defined in
U.S.  Department of Labor Prohibited  Transaction  Class Exemption  ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

                  This   is  one  of   the   Class   I-B-[1][2][3]   Certificates   referred   to  in  the
within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                     ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                        EXHIBIT A-4

                                     FORM OF CLASS I-B-4 CERTIFICATE

                  THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT TO THE CLASS A, CLASS M, CLASS
I-B-1 AND CLASS I-B-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF  THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE
PRINCIPAL  PAYMENTS  HEREON.  ACCORDINGLY,  FOLLOWING  THE  INITIAL  ISSUANCE  OF  THE  CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS CERTIFICATE  WILL BE DIFFERENT FROM THE DENOMINATION  SHOWN BELOW.
ANYONE  ACQUIRING  THIS  CERTIFICATE  MAY ASCERTAIN ITS  CERTIFICATE  PRINCIPAL  BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.

                  THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS.  THE HOLDER  HEREOF,  BY
PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,  RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A
QUALIFIED  INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING FOR ITS OWN ACCOUNT
OR A QIB  PURCHASING  FOR THE  ACCOUNT  OF A QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE
REOFFER,  RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN  CERTIFICATED
FORM TO AN "INSTITUTIONAL  ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) or
(7) OF  REGULATION  D UNDER THE ACT OR ANY  ENTITY IN WHICH ALL OF THE  EQUITY  OWNERS  COME  WITHIN  SUCH
PARAGRAPHS  PURCHASING  NOT FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF A LETTER  SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OR IN EACH CASE IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES  LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.

                  THIS  CERTIFICATE  MAY NOT BE ACQUIRED  DIRECTLY OR  INDIRECTLY  BY, OR ON BEHALF OF, AN
EMPLOYEE  BENEFIT PLAN OR OTHER RETIREMENT  ARRANGEMENT  (EACH A "PLAN") THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  AND/OR  SECTION  4975 OF THE
INTERNAL  REVENUE CODE OF 1986,  AS AMENDED (THE  "CODE"),  OR BY A PERSON USING "PLAN  ASSETS" OF A PLAN,
UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR WITH AN OPINION OF COUNSEL FOR THE
BENEFIT OF THE  TRUSTEE,  MASTER  SERVICER  AND THE  SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY RELY
WHICH  IS  SATISFACTORY  TO THE  SECURITIES  ADMINISTRATOR  THAT  THE  PURCHASE  OF  THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE AND WILL NOT SUBJECT  THE MASTER  SERVICER,  THE
TRUSTEE OR THE SECURITIES  ADMINISTRATOR  TO ANY  OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN
IN THE AGREEMENT.

Certificate No.1                                           Variable Pass-Through Rate

Class I-B-4 Subordinate

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $__________

                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
Jaunuary 25, 2007                                          $__________

Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                          BEAR STEARNS ALT-A TRUST 2007-1
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-1

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         I-B-4  Certificates  with  respect to a Trust  Fund  consisting  primarily  of a pool of
         adjustable  interest rate mortgage  loans secured by first liens on  one-to-four  family
         residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  The  Securities  Administrator  will  distribute  on the 25th day of each month,  or, if
such 25th day is not a Business  Day,  the  immediately  following  Business  Day (each,  a  "Distribution
Date"),  commencing  on the first  Distribution  Date  specified  above,  to the Person in whose name this
Certificate  is  registered  at the close of business on the last  Business  Day of the month  immediately
preceding the month of the related  Distribution  Date,  an amount equal to the product of the  Fractional
Undivided  Interest  evidenced  by this  Certificate  and the amount  required  to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution  Date in the month following the latest scheduled  maturity date of any Mortgage Loan and
is not likely to be the date on which the  Certificate  Principal  Balance  of this Class of  Certificates
will be reduced to zero.

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

                  No transfer of this  Certificate  shall be made unless the transfer is made  pursuant to
an effective  registration  statement  under the Securities Act of 1933, as amended (the "1933 Act"),  and
an effective  registration  or  qualification  under  applicable  state  securities  laws, or is made in a
transaction that does not require such  registration or  qualification.  In the event that such a transfer
of this  Certificate is to be made without  registration or  qualification,  the Securities  Administrator
shall  require  receipt of (i) if such transfer is  purportedly  being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a  transferee  that is an  "Institutional  Accredited  Investor"  within  the
meaning of Rule  501(a)(1),  (2), (3) or (7) of  Regulation D under the 1933 Act,  written  certifications
from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective
transferee,  substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,
and (ii) if requested  by the  Securities  Administrator,  an Opinion of Counsel  satisfactory  to it that
such transfer may be made without such  registration or qualification  (which Opinion of Counsel shall not
be an expense  of the Trust Fund or of the  Seller,  the  Trustee,  the  Securities  Administrator  or the
Master  Servicer  in  their  respective   capacities  as  such),  together  with  copies  of  the  written
certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such Holder's
prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller,  the Securities
Administrator  or the Trustee is obligated to register or qualify the Class of  Certificates  specified on
the face  hereof  under the 1933 Act or any  other  securities  law or to take any  action  not  otherwise
required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any  Holder  desiring  to effect a  transfer  of this  Certificate  shall be  required  to
indemnify  the Trustee,  the  Securities  Administrator,  the Seller and the Master  Servicer  against any
liability  that may  result  if the  transfer  is not so  exempt  or is not made in  accordance  with such
federal and state laws.

                  No  transfer  of  this  Class  I-B-4  Certificate  will be made  unless  the  Securities
Administrator  has received either (i) Opinion of Counsel for the benefit of the Trustee,  Master Servicer
and the  Securities  Administrator  and  which  they may  rely  which is  satisfactory  to the  Securities
Administrator  that the purchase of this  certificate is permissible  under local law, will not constitute
or result in a non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code, as amended
(the "Code"),  and will not subject the Master  Servicer,  the Trustee or the Securities  Administrator to
any  obligation or liability in addition to those  undertaken  in the  Agreement or (ii) a  representation
letter  stating  that the  transferee  is not  acquiring  directly or  indirectly  by, or on behalf of, an
employee  benefit  plan or other  retirement  arrangement  that is  subject  to Title I of  ERISA,  and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof and of the Servicing  Agreement and the  modification of the rights and obligations of the Seller,
the  Master   Servicer,   the   Securities   Administrator   and  the   Trustee  and  the  rights  of  the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing  Agreement
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The  Agreement  also permits the  amendment  thereof and of the  Servicing  Agreement  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                           CERTIFICATE OF AUTHENTICATION

                  This  is  one  of the  Class  I-B-4  Certificates  referred  to in the  within-mentioned
Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                    ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                      EXHIBIT A-5-1

                                       FORM OF CLASS R CERTIFICATE

                  THIS  CERTIFICATE  MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED  STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS CERTIFICATE IS A "RESIDUAL  INTEREST"
IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS.  THE HOLDER  HEREOF,  BY
PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,  RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A
QUALIFIED  INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING FOR ITS OWN ACCOUNT
OR A QIB  PURCHASING  FOR THE  ACCOUNT  OF A QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE
REOFFER,  RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN  CERTIFICATED
FORM TO AN "INSTITUTIONAL  ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) or
(7) OF  REGULATION  D UNDER THE ACT OR ANY  ENTITY IN WHICH ALL OF THE  EQUITY  OWNERS  COME  WITHIN  SUCH
PARAGRAPHS  PURCHASING  NOT FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF A LETTER  SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OR IN EACH CASE IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES  LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.

                  THIS  CERTIFICATE  MAY NOT BE ACQUIRED  DIRECTLY OR  INDIRECTLY  BY, OR ON BEHALF OF, AN
EMPLOYEE  BENEFIT  PLAN OR  OTHER  RETIREMENT  ARRANGEMENT  THAT IS  SUBJECT  TO  TITLE I OF THE  EMPLOYEE
RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  AND/OR  SECTION  4975 OF THE  INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN,  UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR  WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE,  MASTER  SERVICER AND THE SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY
RELY WHICH IS  SATISFACTORY  TO THE  SECURITIES  ADMINISTRATOR  THAT THE PURCHASE OF THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE AND WILL NOT SUBJECT  THE MASTER  SERVICER,  THE
TRUSTEE OR THE SECURITIES  ADMINISTRATOR  TO ANY  OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN
IN THE AGREEMENT.

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

Certificate No.1                                           Percentage Interest: 100%

Class R

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $0.00

                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
February 25, 2007                                          $0.00

Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

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

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

         Each Holder of this  Certificate  will be deemed to have  agreed to be bound by the  restrictions
set forth in the  Agreement  to the  effect  that (i) each  person  holding  or  acquiring  any  ownership
interest  in this  Certificate  must be a  United  States  Person  and a  Permitted  Transferee,  (ii) the
transfer of any  ownership  interest in this  Certificate  will be  conditioned  upon the  delivery to the
Securities  Administrator  of, among other  things,  an affidavit to the effect that it is a United States
Person and Permitted  Transferee,  (iii) any attempted or purported  transfer of any ownership interest in
this  Certificate  in violation of such  restrictions  will be  absolutely  null and void and will vest no
rights in the  purported  transferee,  and (iv) if any  person  other  than a United  States  Person and a
Permitted   Transferee  acquires  any  ownership  interest  in  this  Certificate  in  violation  of  such
restrictions,  then the Seller  will have the right,  in its sole  discretion  and  without  notice to the
Holder of this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the  Seller,  which
purchaser may be the Seller,  or any affiliate of the Seller,  on such terms and  conditions as the Seller
may choose.

                  The  Securities  Administrator  will  distribute  on the 25th day of each month,  or, if
such 25th day is not a Business  Day,  the  immediately  following  Business  Day (each,  a  "Distribution
Date"),  commencing  on the first  Distribution  Date  specified  above,  to the Person in whose name this
Certificate  is  registered  at the close of business on the last  Business  Day of the month  immediately
preceding the month of the related  Distribution  Date,  an amount equal to the product of the  Fractional
Undivided  Interest  evidenced  by this  Certificate  and the amounts  required to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

                  Distributions  on this  Certificate  will be made  by the  Securities  Administrator  by
check mailed to the address of the Person  entitled  thereto as such name and address  shall appear on the
Certificate  Register or, if such Person so requests by notifying the Securities  Administrator in writing
as specified in the Agreement,  by wire transfer.  Notwithstanding  the above,  the final  distribution on
this  Certificate  will be made after due notice by the Securities  Administrator  of the pendency of such
distribution  and only  upon  presentation  and  surrender  of this  Certificate  at the  office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.

                  No transfer of this  Certificate  shall be made unless the transfer is made  pursuant to
an effective  registration  statement  under the Securities Act of 1933, as amended (the "1933 Act"),  and
an effective  registration  or  qualification  under  applicable  state  securities  laws, or is made in a
transaction that does not require such  registration or  qualification.  In the event that such a transfer
of this  Certificate is to be made without  registration or  qualification,  the Securities  Administrator
shall  require  receipt of (i) if such transfer is  purportedly  being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a  transferee  that is an  "Institutional  Accredited  Investor"  within  the
meaning of Rule  501(a)(1),  (2), (3) or (7) of  Regulation D under the 1933 Act,  written  certifications
from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective
transferee,  substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,
and (ii) if requested  by the  Securities  Administrator,  an Opinion of Counsel  satisfactory  to it that
such transfer may be made without such  registration or qualification  (which Opinion of Counsel shall not
be an expense  of the Trust Fund or of the  Seller,  the  Trustee,  the  Securities  Administrator  or the
Master  Servicer  in  their  respective   capacities  as  such),  together  with  copies  of  the  written
certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such Holder's
prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller,  the Securities
Administrator  or the Trustee is obligated to register or qualify the Class of  Certificates  specified on
the face  hereof  under the 1933 Act or any  other  securities  law or to take any  action  not  otherwise
required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any  Holder  desiring  to effect a  transfer  of this  Certificate  shall be  required  to
indemnify  the Trustee,  the  Securities  Administrator,  the Seller and the Master  Servicer  against any
liability  that may  result  if the  transfer  is not so  exempt  or is not made in  accordance  with such
federal and state laws.

                  No  transfer  of  this  Class  R  Certificate   will  be  made  unless  the   Securities
Administrator  has received either (i) Opinion of Counsel for the benefit of the Trustee,  Master Servicer
and the  Securities  Administrator  and  which  they may  rely  which is  satisfactory  to the  Securities
Administrator  that the purchase of this  certificate is permissible  under local law, will not constitute
or result in a non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code, as amended
(the "Code"),  and will not subject the Master  Servicer,  the Trustee or the Securities  Administrator to
any  obligation or liability in addition to those  undertaken  in the  Agreement or (ii) a  representation
letter  stating  that the  transferee  is not  acquiring  directly or  indirectly  by, or on behalf of, an
employee  benefit  plan or other  retirement  arrangement  that is  subject  to Title I of  ERISA,  and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

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

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                     ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                      EXHIBIT A-5-2

                                      FORM OF CLASS R-X CERTIFICATE

                  THIS  CERTIFICATE  MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED  STATES PERSON OR A
DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS CERTIFICATE IS A "RESIDUAL  INTEREST"
IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT" AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS.  THE HOLDER  HEREOF,  BY
PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,  RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A
QUALIFIED  INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING FOR ITS OWN ACCOUNT
OR A QIB  PURCHASING  FOR THE  ACCOUNT  OF A QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE
REOFFER,  RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN  CERTIFICATED
FORM TO AN "INSTITUTIONAL  ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) or
(7) OF  REGULATION  D UNDER THE ACT OR ANY  ENTITY IN WHICH ALL OF THE  EQUITY  OWNERS  COME  WITHIN  SUCH
PARAGRAPHS  PURCHASING  NOT FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF A LETTER  SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OR IN EACH CASE IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES  LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.

                  THIS  CERTIFICATE  MAY NOT BE ACQUIRED  DIRECTLY OR  INDIRECTLY  BY, OR ON BEHALF OF, AN
EMPLOYEE  BENEFIT  PLAN OR  OTHER  RETIREMENT  ARRANGEMENT  THAT IS  SUBJECT  TO  TITLE I OF THE  EMPLOYEE
RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  AND/OR  SECTION  4975 OF THE  INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN,  UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR  WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE,  MASTER  SERVICER AND THE SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY
RELY WHICH IS  SATISFACTORY  TO THE  SECURITIES  ADMINISTRATOR  THAT THE PURCHASE OF THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE AND WILL NOT SUBJECT  THE MASTER  SERVICER,  THE
TRUSTEE OR THE SECURITIES  ADMINISTRATOR  TO ANY  OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN
IN THE AGREEMENT.

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

Certificate No.1                                           Percentage Interest: 100%

Class R-X

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $0.00

                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
February 25, 2007                                          $0.00

Master Servicer:                                           CUSIP: ____________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

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

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

         Each Holder of this  Certificate  will be deemed to have  agreed to be bound by the  restrictions
set forth in the  Agreement  to the  effect  that (i) each  person  holding  or  acquiring  any  ownership
interest  in this  Certificate  must be a  United  States  Person  and a  Permitted  Transferee,  (ii) the
transfer of any  ownership  interest in this  Certificate  will be  conditioned  upon the  delivery to the
Securities  Administrator  of, among other  things,  an affidavit to the effect that it is a United States
Person and Permitted  Transferee,  (iii) any attempted or purported  transfer of any ownership interest in
this  Certificate  in violation of such  restrictions  will be  absolutely  null and void and will vest no
rights in the  purported  transferee,  and (iv) if any  person  other  than a United  States  Person and a
Permitted   Transferee  acquires  any  ownership  interest  in  this  Certificate  in  violation  of  such
restrictions,  then the Seller  will have the right,  in its sole  discretion  and  without  notice to the
Holder of this  Certificate,  to sell this  Certificate  to a  purchaser  selected  by the  Seller,  which
purchaser may be the Seller,  or any affiliate of the Seller,  on such terms and  conditions as the Seller
may choose.

                  The  Securities  Administrator  will  distribute  on the 25th day of each month,  or, if
such 25th day is not a Business  Day,  the  immediately  following  Business  Day (each,  a  "Distribution
Date"),  commencing  on the first  Distribution  Date  specified  above,  to the Person in whose name this
Certificate  is  registered  at the close of business on the last  Business  Day of the month  immediately
preceding the month of the related  Distribution  Date,  an amount equal to the product of the  Fractional
Undivided  Interest  evidenced  by this  Certificate  and the amounts  required to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan.

                  Distributions  on this  Certificate  will be made  by the  Securities  Administrator  by
check mailed to the address of the Person  entitled  thereto as such name and address  shall appear on the
Certificate  Register or, if such Person so requests by notifying the Securities  Administrator in writing
as specified in the Agreement,  by wire transfer.  Notwithstanding  the above,  the final  distribution on
this  Certificate  will be made after due notice by the Securities  Administrator  of the pendency of such
distribution  and only  upon  presentation  and  surrender  of this  Certificate  at the  office or agency
appointed by the Securities Administrator for that purpose and designated in such notice.

                  No transfer of this  Certificate  shall be made unless the transfer is made  pursuant to
an effective  registration  statement  under the Securities Act of 1933, as amended (the "1933 Act"),  and
an effective  registration  or  qualification  under  applicable  state  securities  laws, or is made in a
transaction that does not require such  registration or  qualification.  In the event that such a transfer
of this  Certificate is to be made without  registration or  qualification,  the Securities  Administrator
shall  require  receipt of (i) if such transfer is  purportedly  being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a  transferee  that is an  "Institutional  Accredited  Investor"  within  the
meaning of Rule  501(a)(1),  (2), (3) or (7) of  Regulation D under the 1933 Act,  written  certifications
from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective
transferee,  substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,
and (ii) if requested  by the  Securities  Administrator,  an Opinion of Counsel  satisfactory  to it that
such transfer may be made without such  registration or qualification  (which Opinion of Counsel shall not
be an expense  of the Trust Fund or of the  Seller,  the  Trustee,  the  Securities  Administrator  or the
Master  Servicer  in  their  respective   capacities  as  such),  together  with  copies  of  the  written
certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such Holder's
prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller,  the Securities
Administrator  or the Trustee is obligated to register or qualify the Class of  Certificates  specified on
the face  hereof  under the 1933 Act or any  other  securities  law or to take any  action  not  otherwise
required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any  Holder  desiring  to effect a  transfer  of this  Certificate  shall be  required  to
indemnify  the Trustee,  the  Securities  Administrator,  the Seller and the Master  Servicer  against any
liability  that may  result  if the  transfer  is not so  exempt  or is not made in  accordance  with such
federal and state laws.

                  No  transfer  of  this  Class  R-X  Certificate  will  be  made  unless  the  Securities
Administrator  has received either (i) Opinion of Counsel for the benefit of the Trustee,  Master Servicer
and the  Securities  Administrator  and  which  they may  rely  which is  satisfactory  to the  Securities
Administrator  that the purchase of this  certificate is permissible  under local law, will not constitute
or result in a non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code, as amended
(the "Code"),  and will not subject the Master  Servicer,  the Trustee or the Securities  Administrator to
any  obligation or liability in addition to those  undertaken  in the  Agreement or (ii) a  representation
letter  stating  that the  transferee  is not  acquiring  directly or  indirectly  by, or on behalf of, an
employee  benefit  plan or other  retirement  arrangement  that is  subject  to Title I of  ERISA,  and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

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

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                     ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                        EXHIBIT A-6

                                      FORM OF CLASS B-IO CERTIFICATE

                  THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS A, THE CLASS M AND
THE CLASS B CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS.  THE HOLDER  HEREOF,  BY
PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,  RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A
QUALIFIED  INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING FOR ITS OWN ACCOUNT
OR A QIB  PURCHASING  FOR THE  ACCOUNT  OF A QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE
REOFFER,  RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN  CERTIFICATED
FORM TO AN "INSTITUTIONAL  ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) or
(7) OF  REGULATION  D UNDER THE ACT OR ANY  ENTITY IN WHICH ALL OF THE  EQUITY  OWNERS  COME  WITHIN  SUCH
PARAGRAPHS  PURCHASING  NOT FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF A LETTER  SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OR IN EACH CASE IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES  LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.

                  THIS  CERTIFICATE  MAY NOT BE ACQUIRED  DIRECTLY OR  INDIRECTLY  BY, OR ON BEHALF OF, AN
EMPLOYEE  BENEFIT  PLAN OR  OTHER  RETIREMENT  ARRANGEMENT  THAT IS  SUBJECT  TO  TITLE I OF THE  EMPLOYEE
RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  AND/OR  SECTION  4975 OF THE  INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN,  UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR  WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE,  MASTER  SERVICER AND THE SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY
RELY WHICH IS  SATISFACTORY  TO THE  SECURITIES  ADMINISTRATOR  THAT THE PURCHASE OF THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE AND WILL NOT SUBJECT  THE MASTER  SERVICER,  THE
TRUSTEE OR THE SECURITIES  ADMINISTRATOR  TO ANY  OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN
IN THE AGREEMENT.

                  NO  TRANSFER  OF  ANY  CLASS   B-IO  CERTIFICATE  SHALL  BE  MADE  UNLESS  THE  PROPOSED
TRANSFEREE OF SUCH CLASS B-IO CERTIFICATE  PROVIDES TO THE SECURITIES  ADMINISTRATOR  AND ANY PAYING AGENT
THE APPROPRIATE TAX CERTIFICATION FORM (I.E., IRS FORM W-9 OR IRS FORM W-8BEN,  W-8IMY,  W-8EXP OR W-8ECI,
AS APPLICABLE  (OR ANY  SUCCESSOR  FORM  THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON  EXPIRATION OF
ANY SUCH FORM, (II) AS REQUIRED UNDER THEN APPLICABLE  U.S.  TREASURY  REGULATIONS AND (III) PROMPTLY UPON
LEARNING  THAT SUCH FORM HAS BECOME  OBSOLETE OR  INCORRECT,  AS A CONDITION TO SUCH  TRANSFER.  UNDER THE
AGREEMENT,  UPON  RECEIPT  OF ANY  SUCH  TAX  CERTIFICATION  FORM  FROM A  TRANSFEREE  OF ANY  CLASS  B-IO
CERTIFICATE,  THE SECURITIES  ADMINISTRATOR  SHALL FORWARD SUCH TAX  CERTIFICATION  FORM PROVIDED TO IT TO
THE COUNTERPARTY.  EACH HOLDER OF A CLASS B-IO CERTIFICATE AND EACH TRANSFEREE  THEREOF SHALL BE DEEMED TO
HAVE CONSENTED TO THE SECURITIES  ADMINISTRATOR  FORWARDING TO THE COUNTERPARTY ANY SUCH TAX CERTIFICATION
FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE  WITH THESE TRANSFER  RESTRICTIONS.  ANY PURPORTED SALES OR
TRANSFERS  OF ANY CLASS B-IO  CERTIFICATE  TO A TRANSFEREE  WHICH DOES NOT COMPLY WITH THESE  REQUIREMENTS
SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.

Certificate No.1                                           Variable Pass-Through Rate

Class B-IO Subordinate

                                                           Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date:  as of the Cut-off Date:
January 1, 2007                                            $_____________

                                                           Initial Notional Amount of this Certificate as of the
First Distribution Date:                                   Cut-off Date:
February 25, 2007                                          $______________

Master Servicer:
Wells Fargo Bank, National Association

Assumed Final Distribution Date:                           CUSIP: ____________
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

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

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest  on  this  Certificate  will  accrue  during  the  calendar  month  immediately
preceding such  Distribution  Date (as  hereinafter  defined) on the Notional Amount hereof at a per annum
rate equal to the  Pass-Through  Rate as set forth in the  Agreement.  The Securities  Administrator  will
distribute  on the 25th day of each month,  or, if such 25th day is not a Business  Day,  the  immediately
following  Business  Day  (each,  a  "Distribution  Date"),  commencing  on the  first  Distribution  Date
specified  above,  to the Person in whose name this  Certificate is registered at the close of business on
the last Business Day of the month immediately  preceding the month of the related  Distribution  Date, an
amount equal to the product of the Fractional  Undivided  Interest  evidenced by this  Certificate and the
amount of interest  required to be  distributed to the Holders of  Certificates  of the same Class as this
Certificate.  The Assumed Final  Distribution  Date is the  Distribution  Date in the month  following the
latest scheduled maturity date of any Mortgage Loan.

                  Distributions  on this  Certificate  will be made  by the  Securities  Administrator  by
check mailed to the address of the Person  entitled  thereto as such name and address  shall appear on the
Certificate  Register or, if such Person so requests by notifying the Securities  Administrator in writing
as specified in the Agreement,  by wire transfer.  Notwithstanding  the above,  the final  distribution on
this  Certificate  will be made after due notice by the Securities  Administrator  of the pendency of such
distribution  and only  upon  presentation  and  surrender  of this  Certificate  at the  office or agency
appointed by the Securities  Administrator for that purpose and designated in such notice.  The Class B-IO
Certificates  have no Certificate  Principal  Balance.  The Initial Notional Amount of this Certificate is
set forth above.

                  No transfer of this  Certificate  shall be made unless the transfer is made  pursuant to
an effective  registration  statement  under the Securities Act of 1933, as amended (the "1933 Act"),  and
an effective  registration  or  qualification  under  applicable  state  securities  laws, or is made in a
transaction that does not require such  registration or  qualification.  In the event that such a transfer
of this  Certificate is to be made without  registration or  qualification,  the Securities  Administrator
shall  require  receipt of (i) if such transfer is  purportedly  being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a  transferee  that is an  "Institutional  Accredited  Investor"  within  the
meaning of Rule  501(a)(1),  (2), (3) or (7) of  Regulation D under the 1933 Act,  written  certifications
from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective
transferee,  substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,
and (ii) if requested  by the  Securities  Administrator,  an Opinion of Counsel  satisfactory  to it that
such transfer may be made without such  registration or qualification  (which Opinion of Counsel shall not
be an expense  of the Trust Fund or of the  Seller,  the  Trustee,  the  Securities  Administrator  or the
Master  Servicer  in  their  respective   capacities  as  such),  together  with  copies  of  the  written
certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such Holder's
prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller,  the Securities
Administrator  or the Trustee is obligated to register or qualify the Class of  Certificates  specified on
the face  hereof  under the 1933 Act or any  other  securities  law or to take any  action  not  otherwise
required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any  Holder  desiring  to effect a  transfer  of this  Certificate  shall be  required  to
indemnify  the Trustee,  the  Securities  Administrator,  the Seller and the Master  Servicer  against any
liability  that may  result  if the  transfer  is not so  exempt  or is not made in  accordance  with such
federal and state laws.

                  No  transfer  of  this  Class  B-IO  Certificate  will  be made  unless  the  Securities
Administrator  has received either (i) Opinion of Counsel for the benefit of the Trustee,  Master Servicer
and the  Securities  Administrator  and  which  they may  rely  which is  satisfactory  to the  Securities
Administrator  that the purchase of this  certificate is permissible  under local law, will not constitute
or result in a non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code, as amended
(the "Code"),  and will not subject the Master  Servicer,  the Trustee or the Securities  Administrator to
any  obligation or liability in addition to those  undertaken  in the  Agreement or (ii) a  representation
letter  stating  that the  transferee  is not  acquiring  directly or  indirectly  by, or on behalf of, an
employee  benefit  plan or other  retirement  arrangement  that is  subject  to Title I of  ERISA,  and/or
Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

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

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                    ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                        EXHIBIT A-7

                                       FORM OF CLASS XP CERTIFICATE

                  THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS.  THE HOLDER  HEREOF,  BY
PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,  RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A
QUALIFIED  INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING FOR ITS OWN ACCOUNT
OR A QIB  PURCHASING  FOR THE  ACCOUNT  OF A QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE
REOFFER,  RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN  CERTIFICATED
FORM TO AN "INSTITUTIONAL  ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) or
(7) OF  REGULATION  D UNDER THE ACT OR ANY  ENTITY IN WHICH ALL OF THE  EQUITY  OWNERS  COME  WITHIN  SUCH
PARAGRAPHS  PURCHASING  NOT FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF A LETTER  SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OR IN EACH CASE IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES  LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.

                  THIS  CERTIFICATE  MAY NOT BE ACQUIRED  DIRECTLY OR  INDIRECTLY  BY, OR ON BEHALF OF, AN
EMPLOYEE  BENEFIT  PLAN OR  OTHER  RETIREMENT  ARRANGEMENT  THAT IS  SUBJECT  TO  TITLE I OF THE  EMPLOYEE
RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  AND/OR  SECTION  4975 OF THE  INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN,  UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR  WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE,  MASTER  SERVICER AND THE SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY
RELY WHICH IS  SATISFACTORY  TO THE  SECURITIES  ADMINISTRATOR  THAT THE PURCHASE OF THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE AND WILL NOT SUBJECT  THE MASTER  SERVICER,  THE
TRUSTEE OR THE SECURITIES  ADMINISTRATOR  TO ANY  OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN
IN THE AGREEMENT.

Certificate No.1                                           Percentage Interest: 100%

Class XP Subordinate

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $__________

                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
February 25, 2007                                          $___________

Master Servicer:                                           CUSIP: ___________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                          BEAR STEARNS ALT-A TRUST 2007-1
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-1

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

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  The  Securities  Administrator  will  distribute  on the 25th day of each month,  or, if
such 25th day is not a Business  Day,  the  immediately  following  Business  Day (each,  a  "Distribution
Date"),  commencing  on the first  Distribution  Date  specified  above,  to the Person in whose name this
Certificate  is  registered  at the close of business on the last  Business  Day of the month  immediately
preceding the month of the related  Distribution  Date,  an amount equal to the product of the  Fractional
Undivided  Interest  evidenced  by this  Certificate  and the amount  required  to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution  Date in the month following the latest scheduled  maturity date of any Mortgage Loan and
is not likely to be the date on which the  Certificate  Principal  Balance  of this Class of  Certificates
will be reduced to zero.

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

                  No transfer of this  Certificate  shall be made unless the transfer is made  pursuant to
an effective  registration  statement  under the Securities Act of 1933, as amended (the "1933 Act"),  and
an effective  registration  or  qualification  under  applicable  state  securities  laws, or is made in a
transaction that does not require such  registration or  qualification.  In the event that such a transfer
of this  Certificate is to be made without  registration or  qualification,  the Securities  Administrator
shall  require  receipt of (i) if such transfer is  purportedly  being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a  transferee  that is an  "Institutional  Accredited  Investor"  within  the
meaning of Rule  501(a)(1),  (2), (3) or (7) of  Regulation D under the 1933 Act,  written  certifications
from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective
transferee,  substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,
and (ii) if requested  by the  Securities  Administrator,  an Opinion of Counsel  satisfactory  to it that
such transfer may be made without such  registration or qualification  (which Opinion of Counsel shall not
be an expense  of the Trust Fund or of the  Seller,  the  Trustee,  the  Securities  Administrator  or the
Master  Servicer  in  their  respective   capacities  as  such),  together  with  copies  of  the  written
certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such Holder's
prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller,  the Securities
Administrator  or the Trustee is obligated to register or qualify the Class of  Certificates  specified on
the face  hereof  under the 1933 Act or any  other  securities  law or to take any  action  not  otherwise
required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any  Holder  desiring  to effect a  transfer  of this  Certificate  shall be  required  to
indemnify  the Trustee,  the  Securities  Administrator,  the Seller and the Master  Servicer  against any
liability  that may  result  if the  transfer  is not so  exempt  or is not made in  accordance  with such
federal and state laws.

                  No  transfer  of  this  Class  XP  Certificate   will  be  made  unless  the  Securities
Administrator  has received either (i) Opinion of Counsel for the benefit of the Trustee,  Master Servicer
and the  Securities  Administrator  and  which  they may  rely  which is  satisfactory  to the  Securities
Administrator  that the purchase of this  certificate is permissible  under local law, will not constitute
or result in a non-exempt  prohibited  transaction  under  Section 406 of the Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code, as amended
(the "Code"),  and will not subject the Master  Servicer,  the Trustee or the Securities  Administrator to
any  obligation or liability in addition to those  undertaken  in the  Agreement or (ii) a  representation
letter  stating  that the  transferee  is not  acquiring  directly or  indirectly  by, or on behalf of, an
employee  benefit  plan or other  retirement  arrangement  that is  subject  to Title I of  ERISA,  and/or
Section 4975 of the Code  (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 20% of the Cut-off  Date Balance
for Loan Group I or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its  individual  capacity  but solely
                                                              as Trustee

                                                              By__________________________________________
                                                                                Authorized Signatory

                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class XP Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                    ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                        EXHIBIT A-8

                               FORM OF CLASS II-[1][2]A-[1][2] CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF  THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE
PRINCIPAL  PAYMENTS  HEREON.  ACCORDINGLY,  FOLLOWING  THE  INITIAL  ISSUANCE  OF  THE  CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS CERTIFICATE  WILL BE DIFFERENT FROM THE DENOMINATION  SHOWN BELOW.
ANYONE  ACQUIRING  THIS  CERTIFICATE  MAY ASCERTAIN ITS  CERTIFICATE  PRINCIPAL  BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.

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

Certificate No. 1                                          Variable Pass-Through Rate

Class II-[1][2]A-[1][2] [Super] Senior [Support]

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $____________

First Distribution Date:                                   Initial Certificate Principal Balance of this
February 25, 2007                                          Certificate as of the Cut-off Date: $__________

Master Servicer:                                           CUSIP: __________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         II-[1][2]A-[1][2]  Certificates  with respect to a Trust Fund consisting  primarily of a
         pool of adjustable  interest rate mortgage  loans secured by first liens on  one-to-four
         family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest on this  Certificate  will  accrue  during the period  from and  including  the
preceding  Distribution  Date (as  hereinafter  defined) (or in the case of the first  Distribution  Date,
from  the  Closing  Date)  to and  including  the  day  prior  to the  current  Distribution  Date  on the
Certificate  Principal  Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement.  The Securities  Administrator  will distribute on the 25th day of each month, or, if such 25th
day is not a Business  Day,  the  immediately  following  Business  Day  (each,  a  "Distribution  Date"),
commencing on the first  Distribution  Date specified  above, to the Person in whose name this Certificate
is  registered at the close of business on the last  Business Day of the month  immediately  preceding the
month of such  Distribution  Date,  an amount equal to the product of the  Fractional  Undivided  Interest
evidenced by this  Certificate  and the amount (of  interest,  if any) required to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution  Date in the month following the latest scheduled  maturity date of any Mortgage Loan and
is not likely to be the date on which the  Certificate  Principal  Balance  of this Class of  Certificates
will be reduced to zero.

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

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 10% of the Cut-off  Date Balance
for Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

                  This  is  one  of  the  Class   II-[1][2]A-[1][2]   Certificates   referred  to  in  the
within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                     ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                        EXHIBIT A-9

                                  FORM OF CLASS II-[1][2]X-1 CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

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

Certificate No.1                                           _______%

Class II-[1][2]X-1 Senior Interest

                                                           Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date:  as of the Cut-off Date:
January 1, 2007                                            $___________

                                                           Initial Notional Amount of this Certificate as of the
First Distribution Date:                                   Cut-off Date:
February 25, 2007                                          $___________

Master Servicer:                                           CUSIP: ____________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                          BEAR STEARNS ALT-A TRUST 2007-1
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-1

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         II-[1][2]X-1  Certificates  with respect to a Trust Fund consisting  primarily of a pool
         of  adjustable  interest  rate  mortgage  loans  secured by first  liens on  one-to-four
         family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest on this  Certificate  will  accrue  during the period  from and  including  the
preceding  Distribution  Date (as  hereinafter  defined) (or in the case of the first  Distribution  Date,
from  the  Closing  Date)  to and  including  the  day  prior  to the  current  Distribution  Date  on the
Certificate  Principal  Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement.  The Securities  Administrator  will distribute on the 25th day of each month, or, if such 25th
day is not a Business  Day,  the  immediately  following  Business  Day  (each,  a  "Distribution  Date"),
commencing on the first  Distribution  Date specified  above, to the Person in whose name this Certificate
is  registered at the close of business on the last  Business Day of the month  immediately  preceding the
month of such  Distribution  Date,  an amount equal to the product of the  Fractional  Undivided  Interest
evidenced by this  Certificate  and the amount (of  interest,  if any) required to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution  Date in the month following the latest scheduled  maturity date of any Mortgage Loan and
is not likely to be the date on which the  Certificate  Principal  Balance  of this Class of  Certificates
will be reduced to zero.

                  Distributions  on this  Certificate  will be made  by the  Securities  Administrator  by
check mailed to the address of the Person  entitled  thereto as such name and address  shall appear on the
Certificate  Register or, if such Person so requests by notifying the Securities  Administrator in writing
as specified in the Agreement,  by wire transfer.  Notwithstanding  the above,  the final  distribution on
this  Certificate  will be made after due notice by the Securities  Administrator  of the pendency of such
distribution  and only  upon  presentation  and  surrender  of this  Certificate  at the  office or agency
appointed by the  Securities  Administrator  for that purpose and  designated in such notice.  The initial
Notional Amount of this Certificate is set forth above.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 10% of the Cut-off  Date Balance
for Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class II-[1][2]X-1  Certificates  referred to in the within-mentioned
Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                                              ____________________________________________
                                                              Signature by or on behalf of assignor

                                                              _____________________________________________
                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

This information is provided by     __________________, the assignee named above, or
________________________, as its agent.



                                                                                                                       EXHIBIT A-10

                                    FORM OF CLASS II-BX-1 CERTIFICATE

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

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

Certificate No.1                                           _______%

Class II-BX-1 Subordinate

                                                           Aggregate Initial Notional Amount of this Certificate
Date of Pooling and Servicing Agreement and Cut-off Date:  as of the Cut-off Date:
January 1, 2007                                            $___________

                                                           Initial Notional Amount of this Certificate as of the
First Distribution Date:                                   Cut-off Date:
February 25, 2007                                          $___________

Master Servicer:                                           CUSIP: ____________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                          BEAR STEARNS ALT-A TRUST 2007-1
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-1

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

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest on this  Certificate  will  accrue  during the period  from and  including  the
preceding  Distribution  Date (as  hereinafter  defined) (or in the case of the first  Distribution  Date,
from  the  Closing  Date)  to and  including  the  day  prior  to the  current  Distribution  Date  on the
Certificate  Principal  Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement.  The Securities  Administrator  will distribute on the 25th day of each month, or, if such 25th
day is not a Business  Day,  the  immediately  following  Business  Day  (each,  a  "Distribution  Date"),
commencing on the first  Distribution  Date specified  above, to the Person in whose name this Certificate
is  registered at the close of business on the last  Business Day of the month  immediately  preceding the
month of such  Distribution  Date,  an amount equal to the product of the  Fractional  Undivided  Interest
evidenced by this  Certificate  and the amount (of  interest,  if any) required to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution  Date in the month following the latest scheduled  maturity date of any Mortgage Loan and
is not likely to be the date on which the  Certificate  Principal  Balance  of this Class of  Certificates
will be reduced to zero.

                  Distributions  on this  Certificate  will be made  by the  Securities  Administrator  by
check mailed to the address of the Person  entitled  thereto as such name and address  shall appear on the
Certificate  Register or, if such Person so requests by notifying the Securities  Administrator in writing
as specified in the Agreement,  by wire transfer.  Notwithstanding  the above,  the final  distribution on
this  Certificate  will be made after due notice by the Securities  Administrator  of the pendency of such
distribution  and only  upon  presentation  and  surrender  of this  Certificate  at the  office or agency
appointed by the  Securities  Administrator  for that purpose and  designated in such notice.  The initial
Notional Amount of this Certificate is set forth above.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 10% of the Cut-off  Date Balance
for Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                           CERTIFICATE OF AUTHENTICATION

                  This  is one of the  Class  II-BX-1  Certificates  referred  to in the  within-mentioned
Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                                              ____________________________________________
                                                              Signature by or on behalf of assignor

                                                              ____________________________________________
                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

This information is provided by     __________________, the assignee named above, or
________________________, as its agent.



                                                                                                                       EXHIBIT A-11

                                 FORM OF CLASS II-B-[1][2][3] CERTIFICATE

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

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF  THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE
PRINCIPAL   PAYMENTS  HEREON  AND  REALIZED  LOSSES  ALLOCABLE  HERETO  AS  DESCRIBED  IN  THE  AGREEMENT.
ACCORDINGLY,  FOLLOWING THE INITIAL ISSUANCE OF THE  CERTIFICATES,  THE CERTIFICATE  PRINCIPAL  BALANCE OF
THIS CERTIFICATE WILL BE DIFFERENT FROM THE  DENOMINATION  SHOWN BELOW.  ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

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

         EACH  BENEFICIAL  OWNER OF A CLASS  II-B-[1][2][3]  CERTIFICATE OR ANY INTEREST  THEREIN SHALL BE
DEEMED TO HAVE  REPRESENTED,  BY VIRTUE OF ITS  ACQUISITION  OR HOLDING OF THAT  CERTIFICATE  OR  INTEREST
THEREIN,  THAT EITHER (I) SUCH  CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS  EQUIVALENT BY FITCH,  S&P AND
MOODY'S,  (II) IT IS NOT A PLAN  SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF
1974,  AS AMENDED,  OR SECTION  4975 OF THE CODE (EACH,  "PLAN") OR  INVESTING  WITH "PLAN  ASSETS" OF ANY
PLAN,  OR (III) (1) IT IS AN  INSURANCE  COMPANY,  (2) THE  SOURCE OF FUNDS  USED TO  ACQUIRE  OR HOLD THE
CERTIFICATE  OR INTEREST  THEREIN IS AN "INSURANCE  COMPANY  GENERAL  ACCOUNT," AS SUCH TERM IS DEFINED IN
U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION  CLASS EXEMPTION  ("PTCE") 95-60, AND (3) THE CONDITIONS
IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.

Certificate No.1                                           Variable Pass-Through Rate

Class II-B-[1][2][3] Subordinate

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $__________

First Distribution Date:                                   Initial Certificate Principal Balance of this
February 25, 2007                                          Certificate as of the Cut-off Date:   $__________

Master Servicer:                                           CUSIP: ___________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                           BEAR STEARNS ALT-A TRUST 2007-1
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                    SERIES 2007-1

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         II-B-[1][2][3]  Certificates  with  respect to a Trust Fund  consisting  primarily  of a
         pool of adjustable  interest rate mortgage  loans secured by first liens on  one-to-four
         family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  Interest on this  Certificate  will  accrue  during the period  from and  including  the
preceding  Distribution  Date (as  hereinafter  defined) (or in the case of the first  Distribution  Date,
from  the  Closing  Date)  to and  including  the  day  prior  to the  current  Distribution  Date  on the
Certificate  Principal  Balance hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement.  The Securities  Administrator  will distribute on the 25th day of each month, or, if such 25th
day is not a Business  Day,  the  immediately  following  Business  Day  (each,  a  "Distribution  Date"),
commencing on the first  Distribution  Date specified  above, to the Person in whose name this Certificate
is  registered at the close of business on the last  Business Day of the month  immediately  preceding the
month of such  Distribution  Date,  an amount equal to the product of the  Fractional  Undivided  Interest
evidenced by this  Certificate  and the amount (of  interest,  if any) required to be  distributed  to the
Holders of  Certificates of the same Class as this  Certificate.  The Assumed Final  Distribution  Date is
the Distribution  Date in the month following the latest scheduled  maturity date of any Mortgage Loan and
is not likely to be the date on which the  Certificate  Principal  Balance  of this Class of  Certificates
will be reduced to zero.

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

         Each  beneficial  owner of a Class  II-B-[1][2][3]  Certificate or any interest  therein shall be
deemed to have  represented,  by virtue of its  acquisition  or holding of that  Certificate  or  interest
therein,  that either (i) such  Certificate is rated at least "BBB-" or its  equivalent by Fitch,  S&P and
Moody's,  (ii) it is not a plan subject to Title I of the Employee  Retirement  Investment Security Act of
1974,  as amended,  or Section 4975 of the Code (each,  a "Plan") or investing  with "plan  assets" of any
Plan,  or  (iii)(1)  it is an  insurance  company,  (2) the  source of funds  used to  acquire or hold the
Certificate  or interest  therein is an "insurance  company  general  account," as such term is defined in
U.S.  Department of Labor Prohibited  Transaction  Class Exemption  ("PTCE") 95-60, and (3) the conditions
in Sections I and III of PTCE 95-60 have been satisfied.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof  and of the  Servicing  Agreements  and the  modification  of the  rights and  obligations  of the
Seller,  the  Master  Servicer,  the  Securities  Administrator  and the  Trustee  and the  rights  of the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing Agreements
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The Agreement  also permits the  amendment  thereof and of the  Servicing  Agreements  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 10% of the Cut-off  Date Balance
for Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                                       WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                            CERTIFICATE OF AUTHENTICATION

                  This   is  one  of  the   Class   II-B-[1][2][3]   Certificates   referred   to  in  the
within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                     ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                              DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                       EXHIBIT A-12

                                 FORM OF CLASS II-B-[4][5][6] CERTIFICATE

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

                  SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS A "REGULAR  INTEREST"
IN A "REAL ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").

                  THE  CERTIFICATE  PRINCIPAL  BALANCE  OF  THIS  CERTIFICATE  WILL  BE  DECREASED  BY THE
PRINCIPAL  PAYMENTS  HEREON.  ACCORDINGLY,  FOLLOWING  THE  INITIAL  ISSUANCE  OF  THE  CERTIFICATES,  THE
CERTIFICATE  PRINCIPAL  BALANCE OF THIS CERTIFICATE  WILL BE DIFFERENT FROM THE DENOMINATION  SHOWN BELOW.
ANYONE  ACQUIRING  THIS  CERTIFICATE  MAY ASCERTAIN ITS  CERTIFICATE  PRINCIPAL  BALANCE BY INQUIRY OF THE
SECURITIES ADMINISTRATOR NAMED HEREIN.

                  THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS.  THE HOLDER  HEREOF,  BY
PURCHASING THIS CERTIFICATE,  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,  RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS AND ONLY (1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES IS A
QUALIFIED  INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"),  PURCHASING FOR ITS OWN ACCOUNT
OR A QIB  PURCHASING  FOR THE  ACCOUNT  OF A QIB,  WHOM THE HOLDER HAS  INFORMED,  IN EACH CASE,  THAT THE
REOFFER,  RESALE,  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN  CERTIFICATED
FORM TO AN "INSTITUTIONAL  ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) or
(7) OF  REGULATION  D UNDER THE ACT OR ANY  ENTITY IN WHICH ALL OF THE  EQUITY  OWNERS  COME  WITHIN  SUCH
PARAGRAPHS  PURCHASING  NOT FOR  DISTRIBUTION  IN  VIOLATION  OF THE  SECURITIES  ACT,  SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF A LETTER  SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT
AND (B) THE RECEIPT BY THE SECURITIES  ADMINISTRATOR  OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE SECURITIES
ADMINISTRATOR THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER  APPLICABLE  LAWS OR IN EACH CASE IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES  LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION.

                  THIS  CERTIFICATE  MAY NOT BE ACQUIRED  DIRECTLY OR  INDIRECTLY  BY, OR ON BEHALF OF, AN
EMPLOYEE  BENEFIT  PLAN OR  OTHER  RETIREMENT  ARRANGEMENT  THAT IS  SUBJECT  TO  TITLE I OF THE  EMPLOYEE
RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  AND/OR  SECTION  4975 OF THE  INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN ASSETS" OF A
PLAN,  UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE SECURITIES  ADMINISTRATOR  WITH AN OPINION OF COUNSEL
FOR THE BENEFIT OF THE TRUSTEE,  MASTER  SERVICER AND THE SECURITIES  ADMINISTRATOR  AND ON WHICH THEY MAY
RELY WHICH IS  SATISFACTORY  TO THE  SECURITIES  ADMINISTRATOR  THAT THE PURCHASE OF THIS  CERTIFICATE  IS
PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE AND WILL NOT SUBJECT  THE MASTER  SERVICER,  THE
TRUSTEE OR THE SECURITIES  ADMINISTRATOR  TO ANY  OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN
IN THE AGREEMENT.

Certificate No.1                                           Variable Pass-Through Rate

Class II-B-[4][5][6] Subordinate

                                                           Aggregate Initial Certificate Principal Balance of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
January 1, 2007                                            $__________

                                                           Initial Certificate Principal Balance of this
First Distribution Date:                                   Certificate as of the Cut-off Date:
February 25, 2007                                          $__________

Master Servicer:                                           CUSIP: ____________
Wells Fargo Bank, National Association

Assumed Final Distribution Date:
February 25, 2047

                                          BEAR STEARNS ALT-A TRUST 2007-1
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-1

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         II-B-[4][5][6]  Certificates  with  respect to a Trust Fund  consisting  primarily  of a
         pool of adjustable  interest rate mortgage  loans secured by first liens on  one-to-four
         family residential properties and sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

                  This  Certificate  is payable  solely  from the assets of the Trust  Fund,  and does not
represent an obligation of or interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the
Master  Servicer,  the  Securities  Administrator  or the  Trustee  referred  to  below  or  any of  their
affiliates  or any  other  person.  Neither  this  Certificate  nor  the  underlying  Mortgage  Loans  are
guaranteed  or insured by any  governmental  entity or by SAMI II, the Master  Servicer  or the Trustee or
any of their  affiliates  or any  other  person.  None of SAMI II,  the  Master  Servicer  or any of their
affiliates  will have any obligation  with respect to any  certificate or other  obligation  secured by or
payable from payments on the Certificates.

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

                  The  Securities  Administrator  will  distribute  on the 25th day of each month,  or, if
such 25th day is not a Business  Day,  the  immediately  following  Business  Day (each,  a  "Distribution
Date"),  commencing  on the first  Distribution  Date  specified  above,  to the Person in whose name this
Certificate  is  registered  at the close of business on the last  Business  Day of the month  immediately
preceding  the  month of such  Distribution  Date,  an  amount  equal  to the  product  of the  Fractional
Undivided  Interest  evidenced by this  Certificate  and the amount (of  interest,  if any) required to be
distributed  to the Holders of  Certificates  of the same Class as this  Certificate.  The  Assumed  Final
Distribution  Date is the Distribution  Date in the month following the latest scheduled  maturity date of
any  Mortgage  Loan and is not likely to be the date on which the  Certificate  Principal  Balance of this
Class of Certificates will be reduced to zero.

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

                  No transfer of this  Certificate  shall be made unless the transfer is made  pursuant to
an effective  registration  statement  under the Securities Act of 1933, as amended (the "1933 Act"),  and
an effective  registration  or  qualification  under  applicable  state  securities  laws, or is made in a
transaction that does not require such  registration or  qualification.  In the event that such a transfer
of this  Certificate is to be made without  registration or  qualification,  the Securities  Administrator
shall  require  receipt of (i) if such transfer is  purportedly  being made (a) in reliance upon Rule 144A
under the 1933 Act or (b) to a  transferee  that is an  "Institutional  Accredited  Investor"  within  the
meaning of Rule  501(a)(1),  (2), (3) or (7) of  Regulation D under the 1933 Act,  written  certifications
from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective
transferee,  substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as  applicable,
and (ii) if requested  by the  Securities  Administrator,  an Opinion of Counsel  satisfactory  to it that
such transfer may be made without such  registration or qualification  (which Opinion of Counsel shall not
be an expense  of the Trust Fund or of the  Seller,  the  Trustee,  the  Securities  Administrator  or the
Master  Servicer  in  their  respective   capacities  as  such),  together  with  copies  of  the  written
certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such Holder's
prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller,  the Securities
Administrator  or the Trustee is obligated to register or qualify the Class of  Certificates  specified on
the face  hereof  under the 1933 Act or any  other  securities  law or to take any  action  not  otherwise
required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any  Holder  desiring  to effect a  transfer  of this  Certificate  shall be  required  to
indemnify  the Trustee,  the  Securities  Administrator,  the Seller and the Master  Servicer  against any
liability  that may  result  if the  transfer  is not so  exempt  or is not made in  accordance  with such
federal and state laws.

                  No  transfer  of  this  Class  II-B-[4][5][6]   Certificate  will  be  made  unless  the
Securities  Administrator  has  received  either (i) Opinion of Counsel  for the  benefit of the  Trustee,
Master  Servicer and the Securities  Administrator  and which they may rely which is  satisfactory  to the
Securities  Administrator  that the purchase of this certificate is permissible  under local law, will not
constitute or result in a non-exempt  prohibited  transaction under Section 406 of the Employee Retirement
Income  Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal  Revenue  Code, as
amended  (the  "Code"),  and  will  not  subject  the  Master  Servicer,  the  Trustee  or the  Securities
Administrator  to any  obligation or liability in addition to those  undertaken in the Agreement or (ii) a
representation  letter  stating that the  transferee  is not acquiring  directly or  indirectly  by, or on
behalf of, an employee benefit plan or other  retirement  arrangement that is subject to Title I of ERISA,
and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan.

                  This  Certificate is one of a duly authorized  issue of  Certificates  designated as set
forth on the face hereof (the  "Certificates").  The Certificates,  in the aggregate,  evidence the entire
beneficial ownership interest in the Trust Fund formed pursuant to the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,  agrees that it will look
solely to the Trust Fund for payment  hereunder  and that  neither the  Securities  Administrator  nor the
Trustee  is  liable to the  Certificateholders  for any  amount  payable  under  this  Certificate  or the
Agreement  or,  except  as  expressly  provided  in the  Agreement,  subject  to any  liability  under the
Agreement.

                  This  Certificate  does not purport to summarize  the Agreement and reference is made to
the Agreement for the  interests,  rights and  limitations  of rights,  benefits,  obligations  and duties
evidenced hereby, and the rights, duties and immunities of the Trustee and the Securities Administrator.

                  The Agreement  permits,  with certain  exceptions  therein  provided:  (i) the amendment
thereof and of the Servicing  Agreement and the  modification of the rights and obligations of the Seller,
the  Master   Servicer,   the   Securities   Administrator   and  the   Trustee  and  the  rights  of  the
Certificateholders  under the Agreement  from time to time by EMC, the Seller,  the Master  Servicer,  the
Securities  Administrator and the Trustee,  and (ii) the amendment thereof and of the Servicing  Agreement
by the Master  Servicer  and the  Trustee  with the  consent of the  Holders of  Certificates,  evidencing
Fractional  Undivided  Interests  aggregating  not less than 51% of the Trust Fund (or in  certain  cases,
Holders of  Certificates  of affected  Classes  evidencing  such  percentage of the  Fractional  Undivided
Interests  thereof).  Any such consent by the Holder of this  Certificate  shall be conclusive and binding
on such Holder and upon all future  Holders of this  Certificate  and of any  Certificate  issued upon the
transfer  hereof or in lieu hereof whether or not notation of such consent is made upon this  Certificate.
The  Agreement  also permits the  amendment  thereof and of the  Servicing  Agreement  in certain  limited
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain  limitations  therein set forth, the
transfer of this  Certificate is  registrable  with the  Securities  Administrator  upon surrender of this
Certificate  for  registration  of  transfer  at the  offices or  agencies  maintained  by the  Securities
Administrator for such purposes,  duly endorsed by, or accompanied by a written  instrument of transfer in
form  satisfactory  to the  Securities  Administrator  duly executed by the Holder hereof or such Holder's
attorney  duly  authorized  in  writing,  and  thereupon  one  or  more  new  Certificates  in  authorized
denominations  representing  a  like  aggregate  Fractional  Undivided  Interest  will  be  issued  to the
designated transferee.

                  The  Certificates  are issuable only as registered  Certificates  without coupons in the
Classes  and  denominations  specified  in the  Agreement.  As provided  in the  Agreement  and subject to
certain  limitations  therein set forth, this Certificate is exchangeable for one or more new Certificates
evidencing the same Class and in the same aggregate  Fractional  Undivided  Interest,  as requested by the
Holder surrendering the same.

                  No service charge will be made to the  Certificateholders  for any such  registration of
transfer,  but the Securities  Administrator  may require  payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.  The Seller, the Master Servicer,  the Trustee,
the  Securities  Administrator  and any  agent of any of them may  treat  the  Person  in whose  name this
Certificate  is  registered  as the owner  hereof for all  purposes,  and none of the  Seller,  the Master
Servicer,  the Trustee, the Securities  Administrator or any such agent shall be affected by notice to the
contrary.

                  The  obligations  created by the  Agreement  and the Trust Fund created  thereby  (other
than the  obligations  to make  payments to  Certificateholders  with  respect to the  termination  of the
Agreement)  shall  terminate  upon the earlier of (i) the later of (A) the  maturity or other  liquidation
(or Advance with respect  thereto) of the last Mortgage Loan  remaining in the Trust Fund and  disposition
of all property  acquired upon  foreclosure  or deed in lieu of  foreclosure  of any Mortgage Loan and (B)
the  remittance of all funds due under the Agreement,  or (ii) the optional  repurchase by the party named
in the  Agreement of all the  Mortgage  Loans and other  assets of the Trust Fund in  accordance  with the
terms of the Agreement.  Such optional  repurchase may be made only if (i) the Scheduled Principal Balance
of the  Mortgage  Loans at the time of any such  repurchase  is less than 10% of the Cut-off  Date Balance
for Loan Group II or (ii) the Depositor,  based upon an Opinion of Counsel  addressed to the Depositor and
the Trustee has  determined  that the REMIC status of any REMIC under the  Agreement has been lost or that
a  substantial  risk exists that such REMIC status will be lost for the  then-current  taxable  year.  The
exercise of such right will effect the early retirement of the Certificates.  In no event,  however,  will
the Trust Fund created by the  Agreement  continue  beyond the  expiration  of 21 years after the death of
certain persons identified in the Agreement.

                  Unless  this  Certificate  has been  countersigned  by an  authorized  signatory  of the
Securities  Administrator  by manual  signature,  this  Certificate  shall not be  entitled to any benefit
under the Agreement, or be valid for any purpose.

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

Dated: January 31, 2007                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its  individual  capacity  but solely
                                                              as Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                           CERTIFICATE OF AUTHENTICATION

                  This   is  one  of  the   Class   II-B-[4][5][6]   Certificates   referred   to  in  the
within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory  of Wells  Fargo Bank,
                                                              National    Association,    not    in    its
                                                              individual    capacity    but    solely   as
                                                              Securities Administrator

                                                              By:_________________________________________
                                                                                Authorized Signatory

                                                    ASSIGNMENT

                  FOR VALUE RECEIVED,  the  undersigned  hereby  sell(s),  assign(s) and transfer(s)  unto
__________________________________  (Please print or typewrite name and address  including postal zip code
of assignee) a Fractional  Undivided  Interest evidenced by the within Mortgage  Pass-Through  Certificate
and hereby  authorizes  the  transfer of  registration  of such  interest  to assignee on the  Certificate
Register of the Trust Fund.

                  I (We) further  direct the  Certificate  Registrar to issue a new  Certificate of a like
denomination  and Class,  to the above  named  assignee  and deliver  such  Certificate  to the  following
address:

Dated:
                                    Signature by or on behalf of assignor

                                                              Signature Guaranteed

                                             DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

                  Distributions  shall be made, by wire transfer or otherwise,  in  immediately  available
funds to  _________________________________  for the account of  _________________________  account number
_____________,  or, if mailed by check, to  ______________________________.  Applicable  statements should
be mailed to _____________________________________________.

                  This information is provided by    __________________,  the  assignee  named  above,  or
________________________, as its agent.



                                                                                                                          EXHIBIT B
                                              MORTGAGE LOAN SCHEDULE

          LOAN_SEQ       ORIGINATOR                       SERVICER_NAME                    SOURCE
1         16567639       EMCFLOW                          EMCMORTGAGE                      COLORADO FEDERAL SAVINGS
2         16731874       EMCFLOW                          EMCMORTGAGE                      HARBOURTON (2) MORTGAGE INVESTMENT CORPORATION
3         16397181       EMCFLOW                          EMCMORTGAGE                      HARBOURTON (2) MORTGAGE INVESTMENT CORPORATION
4         16390334       EMCFLOW                          EMCMORTGAGE                      FIDELITY & TRUST MTG INC
5         16387136       EMCFLOW                          EMCMORTGAGE                      CCSF DBA GREYSTONE FINANC
6         16697907       EMCFLOW                          EMCMORTGAGE                      WESTERN RESIDENTIAL MORTG
7         16826616       EMCFLOW                          EMCMORTGAGE                      FLICK MORTGAGE INVESTORS
8         16826618       EMCFLOW                          EMCMORTGAGE                      FLICK MORTGAGE INVESTORS
9         16824396       EMCFLOW                          EMCMORTGAGE                      BOTTOMLINE MORTGAGE, INC.
10        16377219       EMCFLOW                          EMCMORTGAGE                      MILESTONE MORTGAGE CORP
11        16819440       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
12        16819667       EMCFLOW                          EMCMORTGAGE                      GATEWAY BUSINESS BANK DBA MISSION HILLS MORTGAGE B
13        16823725       EMCFLOW                          EMCMORTGAGE                      REPUBLIC MORTGAGE HOME LO
14        16823986       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
15        16824021       EMCFLOW                          EMCMORTGAGE                      AMERICAN STERLING BANK
16        16819271       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
17        16819398       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
18        16813543       EMCFLOW                          EMCMORTGAGE                      FIRST RATE CAPITAL CORP
19        16813551       EMCFLOW                          EMCMORTGAGE                      REALTY MORTGAGE CORPORATION
20        16813563       EMCFLOW                          EMCMORTGAGE                      FINANCIAL MORTGAGE, INC.
21        16813736       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
22        16813935       EMCFLOW                          EMCMORTGAGE                      CCSF DBA GREYSTONE FINANC
23        16813958       EMCFLOW                          EMCMORTGAGE                      CENTRAL PACIFIC MORTGAGE
24        16814007       EMCFLOW                          EMCMORTGAGE                      CCSF DBA GREYSTONE FINANC
25        16814075       EMCFLOW                          EMCMORTGAGE                      COUNTY TRUST MORTGAGE BAN
26        16819056       EMCFLOW                          EMCMORTGAGE                      CTX MORTGAGE COMPANY LLC
27        16806987       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
28        16806994       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
29        16807075       EMCFLOW                          EMCMORTGAGE                      AMERICAN STERLING BANK
30        16807121       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
31        16807134       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
32        16807165       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
33        16809292       EMCFLOW                          EMCMORTGAGE                      AMTRUST MORTGAGE
34        16809294       EMCFLOW                          EMCMORTGAGE                      AMTRUST MORTGAGE
35        16809519       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
36        16809715       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
37        16809722       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
38        16809725       EMCFLOW                          EMCMORTGAGE                      MONTICELLO BANK
39        16809744       EMCFLOW                          EMCMORTGAGE                      ALTERNATIVE FINANCING CORPORATION
40        16803782       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
41        16803784       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
42        16803793       EMCFLOW                          EMCMORTGAGE                      REALTY MORTGAGE CORPORATION
43        16803807       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
44        16803833       EMCFLOW                          EMCMORTGAGE                      REALTY MORTGAGE CORPORATION
45        16803888       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
46        16803967       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
47        16804020       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
48        16804030       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
49        16804103       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
50        16804180       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
51        16804185       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
52        16806664       EMCFLOW                          EMCMORTGAGE                      PRIMARY CAPITAL
53        16806728       EMCFLOW                          EMCMORTGAGE                      SUTTON BANK
54        16806733       EMCFLOW                          EMCMORTGAGE                      PRIMELENDING A PLAINSCAP
55        16806734       EMCFLOW                          EMCMORTGAGE                      PRIMELENDING A PLAINSCAP
56        16806912       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
57        16803697       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
58        16803704       EMCFLOW                          EMCMORTGAGE                      LENDMARK FINANCIAL SERVIC
59        16803738       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
60        16803774       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
61        16803649       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
62        16803598       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
63        16650537       EMCFLOW                          EMCMORTGAGE                      GUARANTEED RATE
64        16650183       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
65        16650322       EMCFLOW                          EMCMORTGAGE                      FIRST NLC
66        16648982       EMCFLOW                          EMCMORTGAGE                      AMTRUST MORTGAGE
67        16649084       EMCFLOW                          EMCMORTGAGE                      HARBOURTON MORTGAGE
68        16649120       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
69        16649139       EMCFLOW                          EMCMORTGAGE                      BANK OF ENGLAND
70        16649968       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
71        16648607       EMCFLOW                          EMCMORTGAGE                      GUARANTEED RATE
72        16648878       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
73        16648887       EMCFLOW                          EMCMORTGAGE                      PRIMARY CAPITAL
74        16646645       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
75        16648427       EMCFLOW                          EMCMORTGAGE                      RESOURCE BANK
76        16648555       EMCFLOW                          EMCMORTGAGE                      PMCC/GENEVA MORTGAGE CORP
77        16646340       EMCFLOW                          EMCMORTGAGE                      WALL STREET FINANCIAL COR
78        16644125       EMCFLOW                          EMCMORTGAGE                      C & G FINANCIAL SERVICES
79        16644204       EMCFLOW                          EMCMORTGAGE                      MORTGAGE LOAN SPECIALISTS
80        16644238       EMCFLOW                          EMCMORTGAGE                      NEVIS FUNDING CORP
81        16643903       EMCFLOW                          EMCMORTGAGE                      SUNSET DIRECT
82        16643930       EMCFLOW                          EMCMORTGAGE                      SUNSET DIRECT
83        16643939       EMCFLOW                          EMCMORTGAGE                      CORNERSTONE
84        16643982       EMCFLOW                          EMCMORTGAGE                      MARSHALL BANKFIRST MORTGA
85        16803501       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
86        16803506       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
87        16803511       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
88        16641371       EMCFLOW                          EMCMORTGAGE                      BILTMORE BANK OF ARIZONA
89        16643647       EMCFLOW                          EMCMORTGAGE                      SUNSET DIRECT
90        16803481       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
91        16641047       EMCFLOW                          EMCMORTGAGE                      CORNERSTONE
92        16731860       EMCFLOW                          EMCMORTGAGE                      MOUNTAIN VIEW MORTGAGE
93        16731863       EMCFLOW                          EMCMORTGAGE                      PELICAN CAPITAL INVESTMEN
94        16859096       EMCFLOW                          HSBCMORTGAGE                     HSBC MORTGAGE
95        16638710       EMCFLOW                          EMCMORTGAGE                      WESTAMERICA MORTGAGE CORP
96        16638446       EMCFLOW                          EMCMORTGAGE                      VISION MORTGAGE LLC
97        16638747       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME KEY
98        16638783       EMCFLOW                          EMCMORTGAGE                      MARSHALL BANKFIRST MORTGA
99        16638484       EMCFLOW                          EMCMORTGAGE                      BEAZER MORTGAGE CORPORATI
100       16033500       EMCFLOW                          EMCMORTGAGE                      AMTRUST MORTGAGE
101       16731772       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
102       16731740       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
103       16731760       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME KEY
104       16731764       EMCFLOW                          EMCMORTGAGE                      COLORADO FEDERAL SAVINGS
105       16731530       EMCFLOW                          EMCMORTGAGE                      BARRINGTON CAPITAL CORPORATION
106       16729776       EMCFLOW                          EMCMORTGAGE                      FIRST NLC
107       16729793       EMCFLOW                          EMCMORTGAGE                      CCSF DBA GREYSTONE FINANC
108       16729818       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
109       16729873       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
110       16729879       EMCFLOW                          EMCMORTGAGE                      1ST AMERICAN MORTGAGE FIN
111       16729888       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
112       16729908       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
113       16729924       EMCFLOW                          EMCMORTGAGE                      IMORTGAGECOM INC
114       16729930       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
115       16729567       EMCFLOW                          EMCMORTGAGE                      WESTAMERICA MORTGAGE CORP
116       16729575       EMCFLOW                          EMCMORTGAGE                      CENTRAL PACIFIC MORTGAGE
117       16729650       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
118       16729666       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
119       16729692       EMCFLOW                          EMCMORTGAGE                      GUARANTEED RATE
120       16729723       EMCFLOW                          EMCMORTGAGE                      SUTTON BANK
121       16729725       EMCFLOW                          EMCMORTGAGE                      PELICAN CAPITAL INVESTMEN
122       16729757       EMCFLOW                          EMCMORTGAGE                      SUTTON BANK
123       16728854       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME LOANS/CBSK FINANCIAL GROUP
124       16728869       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
125       16728872       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
126       16728892       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
127       16729352       EMCFLOW                          EMCMORTGAGE                      AMTRUST MORTGAGE
128       16729476       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
129       16729485       EMCFLOW                          EMCMORTGAGE                      PRIMARY CAPITAL
130       16729491       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
131       16723899       EMCFLOW                          EMCMORTGAGE                      BILTMORE BANK OF ARIZONA
132       16728222       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
133       16728305       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
134       16728312       EMCFLOW                          EMCMORTGAGE                      BSM FINANCIAL LP
135       16728705       EMCFLOW                          EMCMORTGAGE                      WESTSTAR MORTGAGE
136       16728727       EMCFLOW                          EMCMORTGAGE                      WESTSTAR MORTGAGE
137       16728342       EMCFLOW                          EMCMORTGAGE                      STEARNS LENDING
138       16728751       EMCFLOW                          EMCMORTGAGE                      USA FUNDING CORP
139       16728777       EMCFLOW                          EMCMORTGAGE                      UNIVERSAL AMERICAN
140       16728389       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
141       16728396       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
142       16728417       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
143       16728428       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
144       16728436       EMCFLOW                          EMCMORTGAGE                      SOUTHSTAR
145       16728449       EMCFLOW                          EMCMORTGAGE                      SOUTHSTAR
146       16728466       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
147       16728479       EMCFLOW                          EMCMORTGAGE                      CENTRAL PACIFIC MORTGAGE
148       16728482       EMCFLOW                          EMCMORTGAGE                      ALLIED MORTGAGE GROUP
149       16728519       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
150       16728553       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
151       16728582       EMCFLOW                          EMCMORTGAGE                      LENDMARK FINANCIAL SERVIC
152       16728600       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME KEY
153       16728605       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
154       16728612       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME KEY
155       16728615       EMCFLOW                          EMCMORTGAGE                      BEAZER MORTGAGE CORPORATI
156       16723820       EMCFLOW                          EMCMORTGAGE                      GOLDEN EMPIRE MORTGAGE INC
157       16723833       EMCFLOW                          EMCMORTGAGE                      CTX MORTGAGE COMPANY LLC
158       16723835       EMCFLOW                          EMCMORTGAGE                      FIDELITY & TRUST MTG INC
159       16723422       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
160       16723423       EMCFLOW                          EMCMORTGAGE                      CCSF DBA GREYSTONE FINANC
161       16723444       EMCFLOW                          EMCMORTGAGE                      WESTAMERICA MORTGAGE CORP
162       16723450       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
163       16723712       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
164       16723725       EMCFLOW                          EMCMORTGAGE                      GATEWAY BANK
165       16723755       EMCFLOW                          EMCMORTGAGE                      GATEWAY BANK
166       16723515       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
167       16723544       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
168       16723588       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
169       16723636       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
170       16723646       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
171       16723692       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
172       16723706       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
173       16723260       EMCFLOW                          EMCMORTGAGE                      WILLOW BEND MORTGAGE
174       16723279       EMCFLOW                          EMCMORTGAGE                      4UDIRECT INC
175       16723287       EMCFLOW                          EMCMORTGAGE                      SUTTON BANK
176       16723319       EMCFLOW                          EMCMORTGAGE                      HARBOURTON (2) MORTGAGE INVESTMENT CORPORATION
177       16723342       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
178       16723345       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
179       16723346       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
180       16723348       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
181       16723350       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
182       16723351       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
183       16723352       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
184       16723353       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
185       16723354       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
186       16723357       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
187       16723361       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
188       16723363       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
189       16723366       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
190       16723367       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
191       16723370       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
192       16723373       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
193       16723374       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
194       16723376       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
195       16723378       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
196       16723379       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
197       16723380       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
198       16723381       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
199       16723386       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
200       16723389       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
201       16722234       EMCFLOW                          EMCMORTGAGE                      DYNAMIC CAPITAL MORTGAGE
202       16722280       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
203       16723051       EMCFLOW                          EMCMORTGAGE                      ATLAS MORTGAGE FUNDING CO
204       16723082       EMCFLOW                          EMCMORTGAGE                      HOMEBRIDGE MORTGAGE BANKE
205       16723108       EMCFLOW                          EMCMORTGAGE                      HOMEBRIDGE MORTGAGE BANKE
206       16723153       EMCFLOW                          EMCMORTGAGE                      SUTTON BANK
207       16721881       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
208       16722067       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
209       16722092       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
210       16722132       EMCFLOW                          EMCMORTGAGE                      LENDMARK FINANCIAL SERVIC
211       16722182       EMCFLOW                          EMCMORTGAGE                      VISION MORTGAGE LLC
212       16722001       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
213       16722006       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
214       16722034       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
215       16718901       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
216       16718933       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
217       16718951       EMCFLOW                          EMCMORTGAGE                      DUXFORD FINANCIAL INC
218       16718989       EMCFLOW                          EMCMORTGAGE                      PROFESSIONAL MTG PARTNERS
219       16719016       EMCFLOW                          EMCMORTGAGE                      BILTMORE BANK OF ARIZONA
220       16718493       EMCFLOW                          EMCMORTGAGE                      PRIMARY CAPITAL
221       16718497       EMCFLOW                          EMCMORTGAGE                      PRIMARY CAPITAL
222       16718500       EMCFLOW                          EMCMORTGAGE                      REALTY MORTGAGE CORPORATION
223       16718514       EMCFLOW                          EMCMORTGAGE                      COLORADO FEDERAL SAVINGS
224       16719128       EMCFLOW                          EMCMORTGAGE                      PARAMOUNT RESIDENTIAL MORTGAGE CORPORATION
225       16718564       EMCFLOW                          EMCMORTGAGE                      FIRST CALIFORNIA MORTGAGE
226       16718598       EMCFLOW                          EMCMORTGAGE                      COMMUNITY RESOURCE MORTGA
227       16721752       EMCFLOW                          EMCMORTGAGE                      MAVERICK MORTGAGE
228       16721758       EMCFLOW                          EMCMORTGAGE                      MORTGAGE CAPITAL ASSOCIATES INC
229       16718657       EMCFLOW                          EMCMORTGAGE                      HAMILTON MORTGAGE COMPANY
230       16721801       EMCFLOW                          EMCMORTGAGE                      MAVERICK MORTGAGE
231       16721827       EMCFLOW                          EMCMORTGAGE                      MAVERICK MORTGAGE
232       16721832       EMCFLOW                          EMCMORTGAGE                      HAMILTON MORTGAGE COMPANY
233       16721847       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
234       16718792       EMCFLOW                          EMCMORTGAGE                      VISION MORTGAGE LLC
235       16718794       EMCFLOW                          EMCMORTGAGE                      SUNSHINE MORTGAGE
236       16718822       EMCFLOW                          EMCMORTGAGE                      SUNSHINE MORTGAGE
237       16718831       EMCFLOW                          EMCMORTGAGE                      SUNSHINE MORTGAGE
238       16718839       EMCFLOW                          EMCMORTGAGE                      SUNSHINE MORTGAGE
239       16859231       EMCFLOW                          HSBCMORTGAGE                     HSBC MORTGAGE
240       16859311       EMCFLOW                          HSBCMORTGAGE                     HSBC MORTGAGE
241       16808730       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
242       16808731       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
243       16808570       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
244       16808569       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
245       16808728       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
246       16808729       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
247       16808567       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
248       16808568       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
249       16808879       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
250       16808880       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
251       16808721       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
252       16808560       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
253       16808722       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
254       16808561       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
255       16808723       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
256       16808724       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
257       16808725       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
258       16808563       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
259       16808726       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
260       16808564       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
261       16808565       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
262       16808727       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
263       16808566       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
264       16808559       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
265       16808720       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
266       16781050       EMCFLOW                          EMCMORTGAGE                      CCSF DBA GREYSTONE FINANC
267       16781052       EMCFLOW                          EMCMORTGAGE                      CAMERON FINANCIAL GROUP
268       16781156       EMCFLOW                          EMCMORTGAGE                      UNIMORTGAGE
269       16781167       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
270       16781343       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
271       16781395       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
272       16781433       EMCFLOW                          EMCMORTGAGE                      SANTA CRUZ MORTGAGE
273       16784652       EMCFLOW                          EMCMORTGAGE                      RESOURCE BANK
274       16784682       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
275       16784737       EMCFLOW                          EMCMORTGAGE                      SUTTON BANK
276       16784767       EMCFLOW                          EMCMORTGAGE                      WESTERN RESIDENTIAL MORTG
277       16784793       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
278       16778648       EMCFLOW                          EMCMORTGAGE                      WESTAMERICA MORTGAGE CORP
279       16778664       EMCFLOW                          EMCMORTGAGE                      FIRST NLC
280       16778734       EMCFLOW                          EMCMORTGAGE                      HOME CAPITAL INC
281       16778776       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
282       16778799       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME KEY
283       16808877       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
284       16808878       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
285       16780730       EMCFLOW                          EMCMORTGAGE                      CREDIT NORTHEAST
286       16780746       EMCFLOW                          EMCMORTGAGE                      CREDIT NORTHEAST
287       16780750       EMCFLOW                          EMCMORTGAGE                      CAPITAL QUEST
288       16780756       EMCFLOW                          EMCMORTGAGE                      FIRST NLC
289       16780771       EMCFLOW                          EMCMORTGAGE                      CREDIT NORTHEAST
290       16780904       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
291       16780933       EMCFLOW                          EMCMORTGAGE                      GATEWAY BUSINESS BANK DBA MISSION HILLS MORTGAGE B
292       16780944       EMCFLOW                          EMCMORTGAGE                      MOUNTAIN VIEW MORTGAGE
293       16780950       EMCFLOW                          EMCMORTGAGE                      MOUNTAIN VIEW MORTGAGE
294       16780987       EMCFLOW                          EMCMORTGAGE                      BEAZER MORTGAGE CORPORATI
295       16780995       EMCFLOW                          EMCMORTGAGE                      LENDING FIRST
296       16780996       EMCFLOW                          EMCMORTGAGE                      UNIMORTGAGE
297       16770593       EMCFLOW                          EMCMORTGAGE                      STEARNS LENDING
298       16770792       EMCFLOW                          EMCMORTGAGE                      FIRST NLC
299       16770978       EMCFLOW                          EMCMORTGAGE                      LENDING FIRST
300       16771123       EMCFLOW                          EMCMORTGAGE                      VISION MORTGAGE LLC
301       16771700       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
302       16771718       EMCFLOW                          EMCMORTGAGE                      1ST AMERICAN MORTGAGE FIN
303       16771762       EMCFLOW                          EMCMORTGAGE                      RESOURCE BANK
304       16771772       EMCFLOW                          EMCMORTGAGE                      VISION MORTGAGE LLC
305       16771791       EMCFLOW                          EMCMORTGAGE                      LIBERTY FINANCIAL GROUP
306       16765079       EMCFLOW                          EMCMORTGAGE                      ARLINGTON CAPITAL MORTGAGE
307       16765116       EMCFLOW                          EMCMORTGAGE                      MORTGAGE CORP OF AMERICA DBA ZONE FUNDING/HARD MON
308       16765158       EMCFLOW                          EMCMORTGAGE                      EQUITY RESOURCES
309       16765195       EMCFLOW                          EMCMORTGAGE                      LENDING FIRST
310       16765201       EMCFLOW                          EMCMORTGAGE                      ALLIED MORTGAGE GROUP
311       16765507       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME KEY
312       16767904       EMCFLOW                          EMCMORTGAGE                      CAPITAL QUEST
313       16768162       EMCFLOW                          EMCMORTGAGE                      COMMUNITY RESOURCE MORTGA
314       16768202       EMCFLOW                          EMCMORTGAGE                      CAPITAL QUEST
315       16768240       EMCFLOW                          EMCMORTGAGE                      AMERICAN HOME KEY
316       16768432       EMCFLOW                          EMCMORTGAGE                      AME FINANCIAL
317       16731873       EMCFLOW                          EMCMORTGAGE                      UNIVERSAL AMERICAN
318       16731923       EMCFLOW                          EMCMORTGAGE                      RESOURCE BANK
319       16732100       EMCFLOW                          EMCMORTGAGE                      MORTGAGE LOAN SPECIALISTS
320       16729762       EMCFLOW                          EMCMORTGAGE                      MILLENNIUM BANK NA
321       16729768       EMCFLOW                          EMCMORTGAGE                      CCSF DBA GREYSTONE FINANC
322       16729805       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
323       16729942       EMCFLOW                          EMCMORTGAGE                      1ST AMERICAN MORTGAGE FIN
324       16731577       EMCFLOW                          EMCMORTGAGE                      SUPREME LENDING
325       16731635       EMCFLOW                          EMCMORTGAGE                      MORTGAGE CORP OF AMERICA DBA ZONE FUNDING/HARD MON
326       16731742       EMCFLOW                          EMCMORTGAGE                      TOWNE MORTGAGE COMPANY
327       16713526       EMCFLOW                          EMCMORTGAGE                      1ST AMERICAN MORTGAGE FIN
328       16713598       EMCFLOW                          EMCMORTGAGE                      RESOURCE BANK
329       16713647       EMCFLOW                          EMCMORTGAGE                      EQUITY RESOURCES
330       16714894       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
331       16715177       EMCFLOW                          EMCMORTGAGE                      SECURITY NATIONAL
332       16717140       EMCFLOW                          EMCMORTGAGE                      ALLIED MORTGAGE GROUP
333       16717222       EMCFLOW                          EMCMORTGAGE                      CHERRY CREEK MORTGAGE CO
334       16717276       EMCFLOW                          EMCMORTGAGE                      MARKET STREET
335       16709814       EMCFLOW                          EMCMORTGAGE                      RESOURCE BANK
336       16709871       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
337       16709876       EMCFLOW                          EMCMORTGAGE                      ALLIED MORTGAGE GROUP
338       16709942       EMCFLOW                          EMCMORTGAGE                      FIRST NLC
339       16710039       EMCFLOW                          EMCMORTGAGE                      SUNSET DIRECT
340       16710173       EMCFLOW                          EMCMORTGAGE                      VISION MORTGAGE LLC
341       16710685       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
342       16710831       EMCFLOW                          EMCMORTGAGE                      HOME SOUTH MORTAGE CORP
343       16711157       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
344       16711250       EMCFLOW                          EMCMORTGAGE                      PACIFIC COMMUNITY MORTGAG
345       16706453       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
346       16808540       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
347       16808702       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
348       16808541       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
349       16808703       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
350       16808542       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
351       16808704       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
352       16808543       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
353       16808705       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
354       16808544       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
355       16808707       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
356       16808545       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
357       16706806       EMCFLOW                          EMCMORTGAGE                      SOUTHSTAR
358       16808546       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
359       16808708       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
360       16808547       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
361       16808709       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
362       16808548       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
363       16827099       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
364       16707701       EMCFLOW                          EMCMORTGAGE                      CAPITAL MORTGAGE FINANCE
365       16808710       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
366       16808711       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
367       16707821       EMCFLOW                          EMCMORTGAGE                      FIRST RESIDENTIAL
368       16808550       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
369       16808712       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
370       16808713       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
371       16808551       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
372       16808552       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
373       16808714       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
374       16808553       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
375       16808715       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
376       16808716       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
377       16808554       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
378       16808555       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
379       16808717       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
380       16808718       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
381       16808556       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
382       16808719       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
383       16808557       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
384       16808558       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
385       16808538       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
386       16808539       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
387       16808700       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
388       16808701       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
389       16703996       EMCFLOW                          EMCMORTGAGE                      ALLIED MORTGAGE GROUP
390       16704047       EMCFLOW                          EMCMORTGAGE                      COLORADO FEDERAL SAVINGS
391       16704079       EMCFLOW                          EMCMORTGAGE                      LENDING FIRST
392       16704093       EMCFLOW                          EMCMORTGAGE                      MILLENNIUM BANK NA
393       16704140       EMCFLOW                          EMCMORTGAGE                      WESTAMERICA MORTGAGE CORP
394       16704148       EMCFLOW                          EMCMORTGAGE                      WESTAMERICA MORTGAGE CORP
395       16808519       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
396       16809086       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
397       16809087       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
398       16809088       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
399       16809089       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
400       16808520       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
401       16808521       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
402       16808522       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
403       16809090       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
404       16808523       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
405       16808524       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
406       16809091       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
407       16808525       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
408       16809092       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
409       16809093       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
410       16808526       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
411       16809094       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
412       16808527       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
413       16808528       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
414       16809095       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
415       16808529       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
416       16809096       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
417       16809097       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
418       16809098       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
419       16809099       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
420       16808530       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
421       16808531       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
422       16808532       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
423       16808534       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
424       16808535       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
425       16808536       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
426       16808537       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
427       16808517       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
428       16809084       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
429       16809085       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
430       16808518       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
431       16808505       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
432       16809072       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
433       16809073       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
434       16827217       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
435       16809074       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
436       16808507       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
437       16827218       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
438       16809075       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
439       16827219       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
440       16808508       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
441       16808509       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
442       16809076       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
443       16809077       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
444       16809078       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
445       16809079       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
446       16827220       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
447       16827221       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
448       16827222       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
449       16808512       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
450       16809080       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
451       16808513       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
452       16809081       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
453       16808514       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
454       16808515       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
455       16809082       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
456       16808516       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
457       16809083       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
458       16808549       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
459       16808562       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
460       16808586       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
461       16827130       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
462       16844905       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
463       16844910       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
464       16827215       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
465       16809071       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
466       16827216       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
467       16827210       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
468       16827211       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
469       16827212       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
470       16808502       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
471       16827213       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
472       16809070       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
473       16827214       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
474       16808504       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
475       16809060       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
476       16827204       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
477       16809061       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
478       16827205       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
479       16809062       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
480       16827206       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
481       16827207       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
482       16809063       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
483       16809064       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
484       16827208       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
485       16809065       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
486       16827209       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
487       16809066       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
488       16809067       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
489       16809068       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
490       16809069       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
491       16809056       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
492       16809058       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
493       16809059       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
494       16827200       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
495       16827201       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
496       16827202       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
497       16827203       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
498       16808843       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
499       16808681       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
500       16844484       EMCFLOW                          HSBCMORTGAGE                     HSBC MORTGAGE
501       16808682       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
502       16808844       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
503       16808683       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
504       16808845       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
505       16808684       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
506       16808846       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
507       16808685       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
508       16808686       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
509       16808848       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
510       16808849       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
511       16808687       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
512       16808688       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
513       16808689       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
514       16808850       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
515       16808851       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
516       16808690       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
517       16808852       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
518       16808691       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
519       16808853       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
520       16808854       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
521       16808692       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
522       16808693       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
523       16808855       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
524       16808694       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
525       16808695       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
526       16808857       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
527       16808696       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
528       16808858       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
529       16808859       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
530       16808697       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
531       16808698       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
532       16808699       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
533       16808860       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
534       16808861       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
535       16808862       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
536       16808863       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
537       16808864       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
538       16808865       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
539       16808866       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
540       16808867       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
541       16808868       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
542       16808869       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
543       16808871       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
544       16808872       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
545       16808873       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
546       16808874       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
547       16808876       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
548       16808829       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
549       16808667       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
550       16808668       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
551       16837180       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
552       16808830       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
553       16837181       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
554       16808831       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
555       16837182       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
556       16808832       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
557       16808670       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
558       16844473       EMCFLOW                          HSBCMORTGAGE                     HSBC MORTGAGE
559       16837183       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
560       16808833       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
561       16837184       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
562       16808672       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
563       16808834       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
564       16837185       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
565       16808835       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
566       16808673       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
567       16808836       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
568       16808674       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
569       16837187       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
570       16808837       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
571       16808676       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
572       16808839       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
573       16808677       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
574       16808678       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
575       16808679       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
576       16808840       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
577       16808841       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
578       16808680       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
579       16808842       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
580       16809053       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
581       16809054       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
582       16809055       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
583       16845814       EMCFLOW                          HSBCMORTGAGE                     HSBC MORTGAGE
584       16844923       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
585       16808960       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
586       16844924       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
587       16808961       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
588       16844925       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
589       16844926       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
590       16808962       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
591       16844927       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
592       16808963       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
593       16808964       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
594       16844928       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
595       16808965       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
596       16844929       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
597       16808966       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
598       16808967       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
599       16808968       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
600       16808969       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
601       16844930       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
602       16844931       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
603       16844932       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
604       16844933       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
605       16808970       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
606       16844934       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
607       16808971       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
608       16808972       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
609       16844936       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
610       16844937       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
611       16808973       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
612       16808974       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
613       16844938       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
614       16844939       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
615       16808975       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
616       16808976       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
617       16808977       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
618       16808978       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
619       16808979       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
620       16827107       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
621       16827108       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
622       16827109       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
623       16827110       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
624       16827111       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
625       16827112       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
626       16827113       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
627       16827114       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
628       16827115       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
629       16827116       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
630       16827118       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
631       16827119       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
632       16827120       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
633       16827121       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
634       16827123       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
635       16827124       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
636       16827125       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
637       16827126       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
638       16827127       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
639       16827128       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
640       16827129       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
641       16827131       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
642       16827132       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
643       16827133       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
644       16827134       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
645       16827135       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
646       16827136       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
647       16827137       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
648       16827138       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
649       16827139       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
650       16827140       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
651       16827141       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
652       16827142       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
653       16827143       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
654       16827144       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
655       16827145       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
656       16827146       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
657       16827147       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
658       16827148       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
659       16827149       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
660       16808600       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
661       16827150       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
662       16808601       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
663       16808602       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
664       16827151       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
665       16827152       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
666       16808603       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
667       16808604       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
668       16827153       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
669       16827154       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
670       16827155       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
671       16808606       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
672       16808607       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
673       16827156       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
674       16827157       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
675       16808608       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
676       16808609       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
677       16827158       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
678       16827159       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
679       16808610       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
680       16808611       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
681       16827160       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
682       16808612       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
683       16827161       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
684       16827162       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
685       16808614       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
686       16827163       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
687       16808615       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
688       16827164       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
689       16808616       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
690       16827165       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
691       16827166       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
692       16808617       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
693       16827167       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
694       16808618       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
695       16827168       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
696       16808619       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
697       16837170       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
698       16808820       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
699       16808821       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
700       16837172       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
701       16808822       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
702       16808660       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
703       16837173       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
704       16808661       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
705       16808823       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
706       16808662       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
707       16808824       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
708       16837175       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
709       16808663       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
710       16844466       EMCFLOW                          HSBCMORTGAGE                     HSBC MORTGAGE
711       16837176       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
712       16808826       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
713       16808664       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
714       16837177       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
715       16808827       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
716       16837178       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
717       16808666       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
718       16837179       MID AMERICA BANK                 MIDAMERICABAN                    MID AMERICA BANK
719       16638199       EMCFLOW                          EMCMORTGAGE                      BILTMORE BANK OF ARIZONA
720       16638252       EMCFLOW                          EMCMORTGAGE                      1ST AMERICAN MORTGAGE FIN
721       16634478       EMCFLOW                          EMCMORTGAGE                      MILLENNIUM BANK NA
722       16634341       EMCFLOW                          EMCMORTGAGE                      CENTRAL PACIFIC MORTGAGE
723       16634464       EMCFLOW                          EMCMORTGAGE                      VISION MORTGAGE LLC
724       16803466       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
725       16633131       EMCFLOW                          EMCMORTGAGE                      HARBOURTON MORTGAGE
726       16632700       EMCFLOW                          EMCMORTGAGE                      MILESTONE MORTGAGE CORP
727       16632459       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
728       16632464       EMCFLOW                          EMCMORTGAGE                      1ST MARINER BANK
729       16803469       EMCFLOW                          EMCMORTGAGE                      FIRST GUARANTY
730       16629309       EMCFLOW                          EMCMORTGAGE                      NBGI INC
731       16632300       EMCFLOW                          EMCMORTGAGE                      POINT BANK
732       16629054       EMCFLOW                          EMCMORTGAGE                      PULTE MORTGAGE
733       16629111       EMCFLOW                          EMCMORTGAGE                      FIDELITY & TRUST MTG INC
734       16629036       EMCFLOW                          EMCMORTGAGE                      FAIRMONT FUNDING
735       16628756       EMCFLOW                          EMCMORTGAGE                      ALLIED MORTGAGE GROUP
736       16628787       EMCFLOW                          EMCMORTGAGE                      WILLOW BEND MORTGAGE
737       16616091       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
738       16616178       EMCFLOW                          EMCMORTGAGE                      MILLENNIUM BANK NA
739       16613306       EMCFLOW                          EMCMORTGAGE                      BILTMORE BANK OF ARIZONA
740       16613006       EMCFLOW                          EMCMORTGAGE                      FRANKLIN FINANCIAL
741       16809001       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
742       16809002       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
743       16809003       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
744       16809004       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
745       16809011       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
746       16809012       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
747       16809013       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
748       16809014       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
749       16369023       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
750       16809015       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
751       16809016       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
752       16809017       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
753       16809018       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
754       16809019       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
755       16809020       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
756       16809021       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
757       16809022       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
758       16809023       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
759       16809024       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
760       16809025       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
761       16809026       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
762       16809027       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
763       16809028       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
764       16809029       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
765       16809030       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
766       16809031       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
767       16809032       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
768       16809033       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
769       16809034       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
770       16809035       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
771       16809036       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
772       16809037       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
773       16809038       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
774       16809039       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
775       16845000       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
776       16845001       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
777       16845002       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
778       16845003       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
779       16845004       COUNTRYWIDE                      COUNTRYWIDE                      COUNTRYWIDE
780       16809041       COUNTRYWIDE                      COUNT