Unassociated Document


     

     

    BEAR
      STEARNS ARM TRUST 2007-2

     

     

    Issuing
      Entity

    


     

    WELLS
      FARGO BANK, N.A.

    


     

    Securities
      Administrator

     

     

    and

    


     

    CITIBANK,
      N.A.


     

    Indenture
      Trustee

     

      
        

      

    

    


    INDENTURE

     

    Dated
      as
      of June 29, 2007

     

     

    
      
 


     

    MORTGAGE-BACKED
      NOTES

     

     

    
      
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      
        	
                ARTICLE
                  I

              
	
                DEFINITIONS

              
	 
	
                Section
                  1.01

              	
                Definitions

              
	
                Section
                  1.02

              	
                Incorporation
                  by Reference of Trust Indenture Act

              
	
                Section
                  1.03

              	
                Rules
                  of Construction

              
	 	 
	
                ARTICLE
                  II

              
	
                
                  ORIGINAL
                    ISSUANCE OF NOTES

                

              
	 
	
                Section
                  2.01

              	
                Form

              
	
                Section
                  2.02

              	
                Execution,
                  Authentication and Delivery

              
	 	 
	
                ARTICLE
                  III

              
	
                COVENANTS

              
	 
	
                Section
                  3.01

              	
                [Reserved].

              
	
                Section
                  3.02

              	
                Existence

              
	
                Section
                  3.03

              	
                Payment
                  of Principal and Interest

              
	
                Section
                  3.04

              	
                Reserve
                  Fund

              
	
                Section
                  3.05

              	
                Protection
                  of Trust Estate

              
	
                Section
                  3.06

              	
                Opinions
                  as to Trust Estate

              
	
                Section
                  3.07

              	
                Performance
                  of Obligations

              
	
                Section
                  3.08

              	
                Negative
                  Covenants

              
	
                Section
                  3.09

              	
                Annual
                  Statement as to Compliance

              
	
                Section
                  3.10

              	
                [Reserved].

              
	
                Section
                  3.11

              	
                Representations
                  and Warranties Concerning the Mortgage Loans

              
	
                Section
                  3.12

              	
                Investment
                  Company Act

              
	
                Section
                  3.13

              	
                Issuing
                  Entity May Consolidate, etc

              
	
                Section
                  3.14

              	
                Successor
                  or Transferee

              
	
                Section
                  3.15

              	
                No
                  Other Business

              
	
                Section
                  3.16

              	
                No
                  Borrowing

              
	
                Section
                  3.17

              	
                Guarantees,
                  Loans, Monthly Advances and Other Liabilities

              
	
                Section
                  3.18

              	
                Capital
                  Expenditures

              
	
                Section
                  3.19

              	
                Determination
                  of Note Index.

              
	
                Section
                  3.20

              	
                Restricted
                  Payments

              
	
                Section
                  3.21

              	
                Notice
                  of Events of Default

              
	
                Section
                  3.22

              	
                Further
                  Instruments and Acts

              
	
                Section
                  3.23

              	
                Certain
                  Representations Regarding the Trust Estate.

              
	
                Section
                  3.24

              	
                Allocation
                  of Realized Losses

              
	 	 
	
                ARTICLE
                  IV

              
	
                THE
                  NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

              
	 
	
                Section
                  4.01

              	
                The
                  Notes

              
	
                Section
                  4.02

              	
                Registration
                  of and Limitations on Transfer and Exchange of Notes; Appointment
                  of
                  Securities Administrator to Act as Note Registrar and Certificate
                  Registrar

              
	
                Section
                  4.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Notes

              
	
                Section
                  4.04

              	
                Persons
                  Deemed Owners

              
	
                Section
                  4.05

              	
                Cancellation

              
	
                Section
                  4.06

              	
                Book-Entry
                  Notes

              
	
                Section
                  4.07

              	
                Notices
                  to Depository

              
	
                Section
                  4.08

              	
                Definitive
                  Notes

              
	
                Section
                  4.09

              	
                Tax
                  Treatment

              
	
                Section
                  4.10

              	
                Satisfaction
                  and Discharge of Indenture

              
	
                Section
                  4.11

              	
                Application
                  of Trust Money

              
	
                Section
                  4.12

              	
                [Reserved].

              
	
                Section
                  4.13

              	
                Repayment
                  of Monies Held by Securities Administrator

              
	
                Section
                  4.14

              	
                Temporary
                  Notes

              
	
                Section
                  4.15

              	
                ERISA
                  Treatment.

              
	 	 
	
                ARTICLE
                  V

              
	
                DEFAULT
                  AND REMEDIES

              
	 
	
                Section
                  5.01

              	
                Events
                  of Default

              
	
                Section
                  5.02

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              
	
                Section
                  5.03

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Indenture
                  Trustee.

              
	
                Section
                  5.04

              	
                Remedies;
                  Priorities

              
	
                Section
                  5.05

              	
                Optional
                  Preservation of the Trust Estate

              
	
                Section
                  5.06

              	
                Limitation
                  of Suits

              
	
                Section
                  5.07

              	
                Unconditional
                  Rights of Noteholders To Receive Principal and Interest

              
	
                Section
                  5.08

              	
                Restoration
                  of Rights and Remedies

              
	
                Section
                  5.09

              	
                Rights
                  and Remedies Cumulative

              
	
                Section
                  5.10

              	
                Delay
                  or Omission Not a Waiver

              
	
                Section
                  5.11

              	
                Control
                  By Noteholders

              
	
                Section
                  5.12

              	
                Waiver
                  of Past Defaults

              
	
                Section
                  5.13

              	
                Undertaking
                  for Costs

              
	
                Section
                  5.14

              	
                Waiver
                  of Stay or Extension Laws

              
	
                Section
                  5.15

              	
                Sale
                  of Trust Estate

              
	
                Section
                  5.16

              	
                Action
                  on Notes

              
	 	 
	
                ARTICLE
                  VI

              
	
                THE
                  INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              
	 
	
                Section
                  6.01

              	
                Duties
                  of Indenture Trustee and Securities Administrator

              
	
                Section
                  6.02

              	
                Rights
                  of Indenture Trustee and Securities Administrator

              
	
                Section
                  6.03

              	
                Individual
                  Rights of Indenture Trustee

              
	
                Section
                  6.04

              	
                [Reserved].

              
	
                Section
                  6.05

              	
                Indenture
                  Trustee’s and Securities Administrator’s Disclaimer

              
	
                Section
                  6.06

              	
                Notice
                  of Event of Default

              
	
                Section
                  6.07

              	
                Reports
                  to Holders and Tax Administration.

              
	
                Section
                  6.08

              	
                Compensation

              
	
                Section
                  6.09

              	
                Replacement
                  of Indenture Trustee and the Securities Administrator

              
	
                Section
                  6.10

              	
                Successor
                  Indenture Trustee and Securities Administrator by
                  Merger

              
	
                Section
                  6.11

              	
                Appointment
                  of Co-Indenture Trustee or Separate Indenture Trustee

              
	
                Section
                  6.12

              	
                Eligibility;
                  Disqualification

              
	
                Section
                  6.13

              	
                Representations
                  and Warranties

              
	
                Section
                  6.14

              	
                Representations
                  and Warranties

              
	
                Section
                  6.15

              	
                Directions
                  to Indenture Trustee and the Securities Administrator.

              
	
                Section
                  6.16

              	
                The
                  Agents

              
	 	 
	
                ARTICLE
                  VII

              
	
                NOTEHOLDERS’
                  LISTS AND REPORTS

              
	 
	
                Section
                  7.01

              	
                Issuing
                  Entity To Furnish Securities Administrator and Indenture Trustee
                  Names and
                  Addresses of Noteholders

              
	
                Section
                  7.02

              	
                Preservation
                  of Information; Communications to Noteholders

              
	
                Section
                  7.03

              	
                Financial
                  Information

              
	
                Section
                  7.04

              	
                Statements
                  to Noteholders

              
	 	 
	
                ARTICLE
                  VIII

              
	
                ACCOUNTS,
                  DISBURSEMENTS AND RELEASES

              
	 
	
                Section
                  8.01

              	
                Collection
                  of Money

              
	
                Section
                  8.02

              	
                Officer’s
                  Certificate

              
	
                Section
                  8.03

              	
                Termination
                  Upon Distribution to Noteholders

              
	
                Section
                  8.04

              	
                Termination
                  Upon REMIC Conversion

              
	
                Section
                  8.05

              	
                Release
                  of Trust Estate

              
	
                Section
                  8.06

              	
                Surrender
                  of Notes Upon Final Payment or Receipt of REMIC
                  Securities

              
	
                Section
                  8.07

              	
                Optional
                  Redemption of the Mortgage Loans

              
	 	 
	
                ARTICLE
                  IX

              
	
                SUPPLEMENTAL
                  INDENTURES

              
	 
	
                Section
                  9.01

              	
                Supplemental
                  Indentures Without Consent of Noteholders

              
	
                Section
                  9.02

              	
                Supplemental
                  Indentures With Consent of Noteholders

              
	
                Section
                  9.03

              	
                Execution
                  of Supplemental Indentures

              
	
                Section
                  9.04

              	
                Effect
                  of Supplemental Indenture

              
	
                Section
                  9.05

              	
                Conformity
                  with Trust Indenture Act

              
	
                Section
                  9.06

              	
                Reference
                  in Notes to Supplemental Indentures

              
	 	 
	
                ARTICLE
                  X

              
	
                MISCELLANEOUS

              
	 
	
                Section
                  10.01

              	
                Compliance
                  Certificates and Opinions, etc

              
	
                Section
                  10.02

              	
                Form
                  of Documents Delivered to Indenture Trustee or the Securities
                  Administrator

              
	
                Section
                  10.03

              	
                Acts
                  of Noteholders

              
	
                Section
                  10.04

              	
                Notices
                  etc., to Indenture Trustee Issuing Entity, Securities Administrator
                  and
                  Rating Agencies

              
	
                Section
                  10.05

              	
                Notices
                  to Noteholders; Waiver

              
	
                Section
                  10.06

              	
                Conflict
                  with Trust Indenture Act

              
	
                Section
                  10.07

              	
                Effect
                  of Headings

              
	
                Section
                  10.08

              	
                Successors
                  and Assigns

              
	
                Section
                  10.09

              	
                Separability

              
	
                Section
                  10.10

              	
                Legal
                  Holidays

              
	
                Section
                  10.11

              	
                GOVERNING
                  LAW

              
	
                Section
                  10.12

              	
                Counterparts

              
	
                Section
                  10.13

              	
                Recording
                  of Indenture

              
	
                Section
                  10.14

              	
                Issuing
                  Entity Obligation

              
	
                Section
                  10.15

              	
                No
                  Petition

              
	
                Section
                  10.16

              	
                Inspection

              
	 	 
	
                ARTICLE
                  XI

              
	
                TMP
                  TRIGGER EVENT AND REMIC CONVERSION

              
	 
	
                Section
                  11.01

              	
                Events
                  to Occur Upon TMP Trigger Event and Prior to REMIC
                  Conversion

              
	
                Section
                  11.02

              	
                REMIC
                  Conversion

              
	
                Section
                  11.03

              	
                Acts
                  in Furtherance of REMIC
                  Conversion

              


      

    

     

    EXHIBITS

     

    
      
        	
                Exhibit
                  A-1

              	
                Form
                  of Class A Notes

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class X Notes

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class B Notes

              
	
                Exhibit
                  B

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  C

              	
                Form
                  of Rule 144A Investment Representation Letter

              
	
                Exhibit
                  D

              	
                Form
                  of Transferee Letter

              
	
                Exhibit
                  E

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  F

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  G

              	
                Form
                  of Lender Transferor Certificate

              
	
                Appendix
                  A

              	
                Definitions

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    RECONCILIATION
      AND TIE BETWEEN TRUST INDENTURE

     

    ACT
      OF
      1939 AND INDENTURE PROVISIONS*

     

    Act
      Section                                Indenture
      Section

    


    
      	
              Trust
                Indenture Act Section

            	
              
                Indenture
                  Section

              

            
	 	 
	
              310(a)(1)

            	
              6.11

            
	
              (a)(2)                                                                                                    

            	
              6.11

            
	
              (a)(3)                                                                                                    

            	
              6.10

            
	
              (a)(4)                                                                                                    

            	
              Not
                Applicable

            
	
              (a)(5)                                                                                                    

            	
              6.11

            
	
              (b)                                                                                                    

            	
              6.08,
                6.11

            
	
              (c)                                                                                                    

            	
              Not
                Applicable

            
	
              311(a)                                                                                                              

            	
              6.12

            
	
              (b)                                                                                                    

            	
              6.12

            
	
              (c)                                                                                                    

            	
              Not
                Applicable

            
	
              312(a)                                                                                                              

            	
              7.01,
                7.02(a)

            
	
              (b)                                                                                                    

            	
              7.02(b)

            
	
              (c)                                                                                                    

            	
              7.02(c)

            
	
              313(a)                                                                                                              

            	
              Not
                Applicable

            
	
              (b)                                                                                                    

            	
              Not
                Applicable

            
	
              (c)                                                                                                    

            	
              Not
                Applicable

            
	
              (d)                                                                                                    

            	
              Not
                Applicable

            
	
              314(a)                                                                                                              

            	
              3.10

            
	
              (b)                                                                                                    

            	
              3.07

            
	
              (c)(1)                                                                                                    

            	
              8.05(c),
                10.01(a)

            
	
              (c)(2)                                                                                                    

            	
              8.05(c),
                10.01(a)

            
	
              (c)(3)                                                                                                    

            	
              Not
                Applicable

            
	
              (d)(1)                                                                                                    

            	
              8.05(c),
                10.01(b)

            
	
              (d)(2)                                                                                                    

            	
              8.05(c),
                10.01(b)

            
	
              (d)(3)                                                                                                    

            	
              8.05(c),
                10.01(b)

            
	
              (e)                                                                                                    

            	
              10.01(a)

            
	
              315(a)                                                                                                              

            	
              6.01(b)

            
	
              (b)                                                                                                    

            	
              6.05

            
	
              (c)                                                                                                    

            	
              6.01(a)

            
	
              (d)                                                                                                    

            	
              6.01(c)

            
	
              (d)(1)                                                                                                    

            	
              6.01(c)

            
	
              (d)(2)                                                                                                    

            	
              6.01(c)

            
	
              (d)(3)                                                                                                    

            	
              6.01(c)

            
	
              (e)                                                                                                    

            	
              5.13

            
	
              316(a)(1)(A)                                                                                                              

            	
              5.11

            
	
              316(a)(1)(B)                                                                                                              

            	
              5.12

            
	
              316(a)(2)                                                                                                              

            	
              Not
                Applicable

            
	
              316(b)                                                                                                              

            	
              5.07

            
	
              317(a)(1)                                                                                                              

            	
              5.04

            
	
              317(a)(2)                                                                                                              

            	
              5.03(d)

            
	
              317(b)                                                                                                              

            	
              3.03(a)(i)

            
	
              318(a)                                                                                                              

            	
              10.07

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    This
      Indenture, dated as of June 29, 2007, is entered into among Bear Stearns ARM
      Trust 2007-2, a Delaware statutory trust, as Issuing Entity (the “Issuing
      Entity”), Wells Fargo Bank, N.A., as Securities Administrator (the “Securities
      Administrator”) and Citibank, N.A., as Indenture Trustee (the “Indenture
      Trustee”).

     

    WITNESSETH
      THAT:

     

    Each
      party hereto agrees as follows for the benefit of the other party and for the
      equal and ratable benefit of the Holders of the Issuing Entity’s Mortgage-Backed
      Notes, Series 2007-2 (the “Notes”).

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date,
      as
      trustee for the benefit of the Holders of the Notes, all of the Issuing Entity's
      right, title and interest in and to, whether now existing or hereafter created,
      (a) the Mortgage Loans and the proceeds thereof and all rights under the Related
      Documents; (b) all funds on deposit from time to time in the Payment Account
      and
      in all proceeds thereof; (c) any REO Property; (d) all rights under (I) the
      Mortgage Loan Purchase Agreement as assigned to the Issuing Entity, with respect
      to the Mortgage Loans as assigned to the Issuing Entity, (II) 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), (III) the
      rights with respect to the Wells Fargo Servicing Agreement and the Countrywide
      Servicing Agreement, as assigned to the Issuing Entity by the related Assignment
      Agreement and (IV) the rights with respect to the Sale Agreements as assigned
      to
      the Issuing Entity by the Sale and Servicing Agreement; and; and (f) all present
      and future claims, demands, causes and choses in action in respect of any or
      all
      of the foregoing and all payments on or under, and all proceeds of every kind
      and nature whatsoever in respect of, any or all of the foregoing and all
      payments on or under, and all proceeds of every kind and nature whatsoever
      in
      the conversion thereof, voluntary or involuntary, into cash or other liquid
      property, all cash proceeds, accounts, accounts receivable, notes, drafts,
      acceptances, checks, deposit accounts, rights to payment of any and every kind,
      and other forms of obligations and receivables, instruments and other property
      which at any time constitute all or part of or are included in the proceeds
      of
      any of the foregoing (collectively, the "Trust Estate" or the
      "Collateral").

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Notes, subject
      to
      the priority set forth herein, and to secure compliance with the provisions
      of
      this Indenture, all as provided in this Indenture.

     

    The
      Indenture Trustee, as trustee on behalf of the Holders of the Notes,
      acknowledges such Grant, accepts the trust under this Indenture in accordance
      with the provisions hereof and each of the Indenture Trustee and the Securities
      Administrator agree to perform their respective duties as Indenture Trustee
      and
      Securities Administrator as required herein.

     

    In
      connection with a REMIC Conversion, the Issuing Entity, concurrently with the
      execution and delivery of the new REMIC Class A Indenture and new Underlying
      REMIC Trust Pooling and Servicing Agreement, shall transfer and assign to the
      Underlying REMIC Trust without recourse all its right, title and interest in
      and
      to the Collateral then remaining in the Trust Estate for the benefit of the
      holders of the REMIC Certificates.  At such time, the Issuing Entity
      shall also grant to the Indenture Trustee all of the Issuing Entity’s right,
      title and interest in and to the REMIC Class A Certificates for the benefit
      of
      the holders of the REMIC Class A Notes and the Certificates, whereupon the
      Indenture Trustee shall declare that it holds and will hold the same in trust
      for the exclusive use and benefit of the holders of the REMIC Class A Notes
      and
      the Certificates.

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.01  Definitions.  For
      all purposes of this Indenture, except as otherwise expressly provided herein
      or
      unless the context otherwise requires, capitalized terms not otherwise defined
      herein shall have the meanings assigned to such terms in the Definitions
      attached hereto as Appendix A which is incorporated by reference herein. All
      other capitalized terms used herein shall have the meanings specified
      herein.

     

    Section
      1.02  Incorporation
      by Reference of Trust Indenture Act.  Whenever this Indenture
      refers to a provision of the Trust Indenture Act (the “TIA”), the provision is
      incorporated by reference in and made a part of this Indenture.  The
      following TIA terms used in this Indenture have the following
      meanings:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

    “obligor”
      on the indenture securities means the Issuing Entity and any other obligor
      on
      the indenture securities.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rules have the meanings
      assigned to them by such definitions.

     

    Section
      1.03  Rules
      of Construction. Unless the context otherwise requires:

     

    (i)  a
      term
      has the meaning assigned to it;

     

    (ii)  an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii)  “or”
is
      not exclusive;

     

    (iv)  “including”
      means including without limitation;

     

    (v)  words
      in
      the singular include the plural and words in the plural include the singular;
      and

     

    (vi)  any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     

    ARTICLE
      II

    ORIGINAL
      ISSUANCE OF NOTES

     

    Section
      2.01  Form.  The
      Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class
      III-A-2, Class IV-A-1, Class IV-A-2, Class X, Class B-1, Class B-2, Class B-3,
      Class B-4, Class B-5 and Class B-6 Notes, together with the Securities
      Administrator’s certificate of authentication, shall be in substantially the
      form set forth in Exhibits A-1, A-2 and A-3 to this Indenture, respectively,
      with such appropriate insertions, omissions, substitutions and other variations
      as are required or permitted by this Indenture.

     

    The
      Notes
      shall be typewritten, printed, lithographed or engraved or produced by any
      combination of these methods (with or without steel engraved
      borders).

     

    The
      terms
      of the Notes set forth in Exhibits A-1, A-2 and A-3 to this Indenture are part
      of the terms of this Indenture.

     

    Section
      2.02  Execution,
      Authentication and Delivery.  The Notes shall be executed on
      behalf of the Issuing Entity by any of its Authorized Officers. The signature
      of
      any such Authorized Officer on the Notes may be manual or
      facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Issuing Entity shall bind the Issuing Entity,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Notes or did not hold
      such offices at the date of such Notes.

     

    The
      Securities Administrator shall upon Issuer Request authenticate and deliver
      each
      Class of Notes for original issue in an aggregate initial principal amount
      equal
      to the Initial Note Principal Balance or Initial Notional Amount, as applicable,
      for such Class of Notes.

     

    Each
      of
      the Notes shall be dated the date of its authentication. The Class I-A-1, Class
      I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1
      and Class IV-A-2 Certificates shall be issuable as registered Notes in
      book-entry form and the Notes shall be issuable in the minimum initial Note
      Principal Balances of $25,000 and in integral multiples of $1 in excess
      thereof.  The Class X Notes shall be issuable as registered Notes in
      physical form and the Notes shall be issuable in the minimum initial Notional
      Amount of $25,000 and in integral multiples of $1 in excess
      thereof.  The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
      and Class B-6 Notes shall be issuable as registered Notes in physical form
      and
      the Notes shall be issuable in the minimum initial Note Principal Balances
      of
      $25,000 and in integral multiples of $1 in excess thereof.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Securities Administrator by the manual signature of one of its authorized
      signatories, and such certificate upon any Note shall be conclusive evidence,
      and the only evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    ARTICLE
      III

    COVENANTS

     

    Section
      3.01      [Reserved].  

     

    Section
      3.02  Existence.  The
      Issuing Entity will keep in full effect its existence, rights and franchises
      as
      a statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Issuing Entity hereunder is or becomes, organized under the laws
      of any other state or of the United States of America, in which case the Issuing
      Entity will keep in full effect its existence, rights and franchises under
      the
      laws of such other jurisdiction) and will obtain and preserve its qualification
      to do business in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes and each other instrument or agreement included in the Trust
      Estate.

     

    Section
      3.03  Payment
      of Principal and Interest.  (a)  On each Payment Date,
      the Securities Administrator shall withdraw from the Payment Account the
      Available Funds for such Payment Date and make the following distributions
      in
      the order of priority set forth below, in each case to the extent of the related
      Available Funds remaining for such Payment Date:

     

    (I)   
      On
      each
      Payment Date, the Available Funds related to Loan Group I for such Payment
      Date
      will be distributed as follows:

     

    (A)  first,
      from the related Interest Funds, to the Class I-A-1 Notes and Class I-A-2 Notes,
      on a pro rata basis, the related Accrued Note Interest on such Classes for
      such
      Payment Date;

     

    (B)  second,
      from remaining related Interest Funds, to the Class I-A-1 Notes and Class I-A-2
      Notes, on a pro rata basis, any related Accrued Note Interest thereon remaining
      undistributed from previous Payment Dates, with accrued interest on such
      amounts;

     

    (C)  third,
      from the related Principal Funds, to the Class I-A-1 Notes and Class I-A-2
      Notes, on a pro rata basis, in reduction of the Note Principal Balances thereof,
      the Senior Optimal Principal Amount for such Classes for such Payment Date,
      until the Note Principal Balances thereof have been reduced to
      zero;

     

    (D)  fourth,
      from remaining related Interest Funds, to the Class I-A-1 Notes and Class I-A-2
      Notes, on a pro rata basis, an amount equal to any Basis Risk Shortfall
      Carryover Amounts on such Classes based on the amount of Basis Risk Shortfall
      Carryover Amounts for each such Class for such Payment Date; and

     

    (E)  fifth,
      from remaining Available Funds related to Loan Group I, to the Class I-A-1
      Notes
      and Class I-A-2 Notes, on a pro rata basis, an amount equal to any previously
      allocated Realized Losses, based on the amount of Realized Losses previously
      allocated to each such Class.

     

    (II)   
      On
      each
      Payment Date, the Available Funds related to Loan Group II for such Payment
      Date
      will be distributed as follows:

     

    (A)  first,
      from the related Interest Funds, to the Class II-A-1 Notes and Class II-A-2
      Notes, on a pro rata basis, the related Accrued Note Interest on such Classes
      for such Payment Date;

     

    (B)  second,
      from remaining related Interest Funds, to the Class II-A-1 Notes and Class
      II-A-2 Notes, on a pro rata basis, any related Accrued Note Interest thereon
      remaining undistributed from previous Payment Dates, with accrued interest
      on
      such amounts;

     

    (C)  third,
      from the related Principal Funds, to the Class II-A-1 Notes and Class II-A-2
      Notes, on a pro rata basis, in reduction of the Note Principal Balances thereof,
      the Senior Optimal Principal Amount for such Classes for such Payment Date,
      until the Note Principal Balances thereof have been reduced to
      zero;

     

    (D)  fourth,
      from remaining related Interest Funds, to the Class II-A-1 Notes and Class
      II-A-2 Notes, on a pro rata basis, an amount equal to any Basis Risk Shortfall
      Carryover Amounts on such Classes based on the amount of Basis Risk Shortfall
      Carryover Amounts for each such Class for such Payment Date; and

     

    (E)  fifth,
      from remaining Available Funds related to Loan Group II, to the Class II-A-1
      Notes and Class II-A-2 Notes, on a pro rata basis, an amount equal to any
      previously allocated Realized Losses, based on the amount of Realized Losses
      previously allocated to each such Class.

     

    (III)   
      On
      each
      Payment Date, the Available Funds related to Loan Group III for such Payment
      Date will be distributed as follows:

     

    (A)  first,
      from the related Interest Funds, to the Class III-A-1 Notes and Class III-A-2
      Notes, on a pro rata basis, the related Accrued Note Interest on such Classes
      for such Payment Date;

     

    (B)  second,
      from remaining related Interest Funds, to the Class III-A-1 Notes and Class
      III-A-2 Notes, on a pro rata basis, any related Accrued Note Interest thereon
      remaining undistributed from previous Payment Dates, with accrued interest
      on
      such amounts;

     

    (C)  third,
      from the related Principal Funds, to the Class III-A-1 Notes and Class III-A-2
      Notes, on a pro rata basis, in reduction of the Note Principal Balances thereof,
      the Senior Optimal Principal Amount for such Classes for such Payment Date,
      until the Note Principal Balances thereof have been reduced to
      zero;

     

    (D)  fourth,
      from remaining related Interest Funds, to the Class III-A-1 Notes and Class
      III-A-2 Notes, on a pro rata basis, an amount equal to any Basis Risk Shortfall
      Carryover Amounts on such Classes based on the amount of Basis Risk Shortfall
      Carryover Amounts for each such Class for such Payment Date; and

     

    (E)  fifth,
      from remaining Available Funds related to Loan Group III, to the Class III-A-1
      Notes and Class III-A-2 Notes, on a pro rata basis, an amount equal to any
      previously allocated Realized Losses, based on the amount of Realized Losses
      previously allocated to each such Class.

     

    (IV)   
      On
      each
      Payment Date, the Available Funds related to Loan Group IV for such Payment
      Date
      will be distributed as follows:

     

    (A)  first,
      from the related Interest Funds, to the Class IV-A-1 Notes and Class IV-A-2
      Notes, on a pro rata basis, the related Accrued Note Interest on such Classes
      for such Payment Date;

     

    (B)  second,
      from remaining related Interest Funds, to the Class IV-A-1 Notes and Class
      IV-A-2 Notes, on a pro rata basis, any related Accrued Note Interest thereon
      remaining undistributed from previous Payment Dates, with accrued interest
      on
      such amounts;

     

    (C)  third,
      from the related Principal Funds, to the Class IV-A-1 Notes and Class IV-A-2
      Notes, on a pro rata basis, in reduction of the Note Principal Balances thereof,
      the Senior Optimal Principal Amount for such Classes for such Payment Date,
      until the Note Principal Balances thereof have been reduced to
      zero;

     

    (D)  fourth,
      from remaining related Interest Funds, to the Class IV-A-1 Notes and Class
      IV-A-2 Notes, on a pro rata basis, an amount equal to any Basis Risk Shortfall
      Carryover Amounts on such Classes based on the amount of Basis Risk Shortfall
      Carryover Amounts for each such Class for such Payment Date; and

     

    (E)  fifth,
      from remaining Available Funds related to Loan Group IV, to the Class IV-A-1
      Notes and Class IV-A-2 Notes, on a pro rata basis, an amount equal to any
      previously allocated Realized Losses, based on the amount of Realized Losses
      previously allocated to each such Class.

     

    (V)   
      On
      each
      Payment Date, the Available Funds, remaining after the payments made in clause
      (I), (II), (III) and (IV) above for such Payment Date shall be distributed
      as
      follows:

     

    
      	
              (A)  

            	
              first,
                to the Class X Notes, in an amount equal to (a) the Accrued Note
                Interest
                on such Class for such Payment Date, to the extent of the remaining
                Interest Funds for such Payment Date and (b) any Accrued Note Interest
                thereon remaining undistributed from previous Payment Dates, with
                accrued
                interest thereon, to the extent of any remaining Interest Funds for
                such
                Payment Date;

            


    

     

    
      	
              (B)  

            	
              second,
                sequentially to each of the Class B-1, Class B-2, Class B-3, Class
                B-4,
                Class B-5 and Class B-6 Notes, in that order, up to an amount equal
                to and
                in the following order with respect to each such Class: (a) the Accrued
                Note Interest thereon for such Payment Date (subject to Net Interest
                Shortfalls allocated to such Class) to the extent of any remaining
                Interest Funds for such Payment Date; (b) any Accrued Note Interest
                thereon remaining undistributed from previous Payment Dates, with
                accrued
                interest thereon, to the extent of any remaining Interest Funds for
                such
                Payment Date; and (c) such Class’s Allocable Share of the Subordinate
                Optimal Principal Amount for such Payment Date, to the extent of
                any
                remaining Principal Funds and until the Note Principal Balance thereof
                has
                been reduced to zero; and

            


    

     

    
      	
              (C)  

            	
              third,
                to the Securities Administrator for distribution to the Certificateholders
                as set forth in the Trust
                Agreement.

            


    

     

    (VI)    
      If
      on any
      Payment Date the Principal Funds for a Loan Group are less than the Senior
      Optimal Principal Amount for the related Senior Notes, then such amount shall
      be
      reduced for such Payment Date, and such remaining Principal Funds shall be
      distributed to the related Senior Notes, on a pro rata basis, on the basis
      of
      such reduced amounts.

     

    (b)  No
      Accrued Note Interest will be payable with respect to any Class of Notes after
      the Payment Date on which the Note Principal Balance or Notional Amount of
      such
      Note has been reduced to zero.

     

    (c)  Each
      distribution with respect to a Book-Entry Note shall be paid to the Depository,
      as Holder thereof, and the Depository shall be responsible for crediting the
      amount of such distribution to the accounts of its Depository Participants
      in
      accordance with its normal procedures. Each Depository Participant shall be
      responsible for disbursing such distribution to the Note Owners that it
      represents and to each indirect participating brokerage firm (a “brokerage firm”
or “indirect participating firm”) for which it acts as agent. Each brokerage
      firm shall be responsible for disbursing funds to the Note Owners that it
      represents. None of the Securities Administrator, the Depositor or the Master
      Servicer shall have any responsibility therefor.

     

    (d)  On
      each
      Payment Date, the Securities Administrator shall deposit in the Certificate
      Payment Account all amounts it received pursuant to this Section 3.03 for the
      purpose of distributing such funds to the Certificateholders. The Securities
      Administrator shall make distributions to the Certificateholders under the
      Trust
      Agreement as directed by the Securities Administrator hereunder.

     

    (e)  Any
      installment of interest or principal, if any, payable on any Note that is
      punctually paid or duly provided for by the Issuing Entity on the applicable
      Payment Date shall, if such Holder shall have so requested at least five
      Business Days prior to the related Record Date, be paid to each Holder of record
      on the preceding Record Date, by wire transfer to an account specified in
      writing by such Holder as of the preceding Record Date or in all other cases
      or
      if no such instructions have been delivered to the Securities Administrator,
      by
      check to such Noteholder mailed to such Holder’s address as it appears in the
      Note Register in the amount required to be distributed to such Holder on such
      Payment Date pursuant to such Holder’s Notes; provided, however, that the
      Securities Administrator shall not pay to such Holders any amount required
      to be
      withheld from a payment to such Holder by the Code.

     

    (f)  Net
      Interest Shortfalls on the Mortgage Loans in a Loan Group will be allocated
      among the holders of each Class of Subordinate Notes and Class X Notes, on
      a pro
      rata basis, in proportion to the respective amounts of Accrued Note Interest
      for
      that Payment Date that would have been allocated thereto in the absence of
      such
      Net Interest Shortfalls for such Payment Date. In addition, the amount of any
      Net Interest Shortfalls with respect to the Mortgage Loans in a Loan Group
      will
      constitute unpaid Accrued Note Interest and will be distributable to holders
      of
      the related Classes of Notes entitled to such amounts on subsequent Payment
      Dates, to the extent of the Available Funds for such Loan Group remaining after
      current interest payments. Any such amounts so carried forward will not bear
      interest. Any Net Interest Shortfalls will not be offset by a reduction in
      the
      servicing compensation of the Servicers or the Master Servicer or otherwise,
      except to the limited extent with respect to certain Prepayment Interest
      Shortfalls.

     

    (g)  The
      Note
      Principal Balance of each Note shall be due and payable in full on the Final
      Scheduled Payment Date for such Note as provided in the forms of Note set forth
      in Exhibits A-1, A-2 and A-3 to this Indenture. All principal payments on the
      Notes shall be made to the Noteholders entitled thereto in accordance with
      the
      Percentage Interests represented by such Notes. Upon notice to the Securities
      Administrator by the Issuing Entity, the Securities Administrator shall notify
      the Person in whose name a Note is registered at the close of business on the
      Record Date preceding the Final Scheduled Payment Date or other final Payment
      Date (including any final Payment Date resulting from any redemption pursuant
      to
      Section 8.06 hereof). Such notice shall to the extent practicable be mailed
      no
      later than five Business Days prior to such Final Scheduled Payment Date or
      other final Payment Date and shall specify that payment of the principal amount
      and any interest due with respect to such Note at the Final Scheduled Payment
      Date or other final Payment Date will be payable only upon presentation and
      surrender of such Note and shall specify the place where such Note may be
      presented and surrendered for such final payment. No interest shall accrue
      on
      the Notes on or after the Final Scheduled Payment Date or any such other final
      Payment Date.

     

    (h)  
On
      any
      Payment Date on which there is an Undercollateralized Group, the priority and
      manner of distributions for the Notes described above shall be supplemented
      as
      follows:

     

    (A)  amounts
      then on deposit in the Reserve Fund shall be distributed as principal to the
      Senior Notes of any Undercollateralized Group on such Payment Date, on a pro
      rata basis, to the extent of the Undercollateralized Amount for such
      Undercollateralized Group on such Payment Date (provided that, if there are
      multiple Undercollateralized Groups on such Payment Date, amounts then on
      deposit in the Reserve Fund shall first be allocated to each such
      Undercollateralized Group in proportion to the Undercollateralized Amount for
      each such Undercollateralization Group on such Payment Date);

     

    (B)  any
      amounts from Available Funds otherwise distributable as principal on the
      Subordinate Notes, as described in Section 3.03(V)(B) of this Indenture, in
      reverse order of priority set forth in Section 3.03(V)(B), shall be distributed
      (i) first, as principal to the Senior Notes of any Undercollateralized Group,
      on
      a pro rata basis, to the extent of the remaining Undercollateralized Amount
      for
      such Undercollateralized Group on such Payment Date after the distribution
      in
      clause (A) above (provided that, if there are multiple Undercollateralized
      Groups on such Payment Date, such amounts from Available Funds shall first
      be
      allocated to each such Undercollateralized Group in proportion to the remaining
      Undercollateralized Amount for each such Undercollateralization Group on such
      Payment Date after the distribution in clause (A) above) and (ii) second, to
      the
      Subordinate Notes in the same manner and priority set forth in Section
      3.03(V)(B); and

     

    (C)  in
      the
      event that the Note Principal Balances of the Subordinate Notes have been
      reduced to zero prior to such Payment Date, any amounts from Available Funds
      related to any Overcollateralized Group for such Payment Date shall be
      distributed as principal to the Offered Notes of any Undercollateralized Group,
      on a pro rata basis, to the extent of the remaining Undercollateralized Amount
      for such Undercollateralized Group on such Payment Date after the distribution
      in clause (A) above (provided that, if there are multiple Undercollateralized
      Groups on such Payment Date, such amounts from Available Funds shall first
      be
      allocated to each such Undercollateralized Group in proportion to the remaining
      Undercollateralized Amount for each such Undercollateralization Group on such
      Payment Date after the distribution in clause (A) above).

     

    If,
      on
      any Payment Date, (i) the aggregate Note Principal Balance of the Senior Notes
      related to a Loan Group has been reduced to zero, (ii) the Note Principal
      Balances of the Subordinate Notes have not been reduced to zero, and (iii)
      either (a) the weighted average of the Subordinate Percentages of the
      Subordinate Certificates on such Payment Date is less than two times the initial
      weighted average of the Subordinate Percentages of the Subordinate Notes, or
      (b)
      the aggregate Scheduled Principal Balance of the Mortgage Loans Delinquent
      60
      days or more (including for this purpose any such Mortgage Loans in foreclosure
      and bankruptcy and Mortgage Loans with respect to which the related Mortgaged
      Property has been acquired by the Issuing Entity), averaged over the last six
      months, as a percentage of the aggregate Note Principal Balance of the
      Subordinate Notes equals or exceeds 50%, then any amounts from Available Funds
      related to such retired Senior Notes otherwise distributable in respect of
      principal under clauses (ii), (iii), (iv) and (v) of the definition of
      Subordinate Optimal Principal Amount on each Class of Subordinate Notes, in
      reverse order of payment priority set forth in Section 3.03(V)(B), shall be
      deposited into the Reserve Fund for application on future Payment Dates to
      make
      principal payments on any outstanding Senior Notes related to an
      Undercollateralized Group as described in this Section 3.03(h). If any amounts
      remain in the Reserve Fund after the Note Principal Balances of all of the
      Senior Notes have been reduced to zero, such amounts shall be allocated to
      the
      Subordinate Notes in the same manner and priorities as set forth in Section
      3.03(V)(B) of this Indenture; provided, however, if after making such payments,
      the aggregate Note Principal Balance of the Subordinate Notes exceeds the
      aggregate Scheduled Principal Balance of the Mortgage Loans as of the related
      Due Date, the Note Principal Balances of the Subordinate Notes will be reduced,
      on a pro rata basis, by the amount of such excess in reverse order of payment
      priority set forth in Section 3.03(V)(B).

     

    Section
      3.04  Reserve
      Fund.  On or before the Closing Date, the Securities Administrator
      shall establish a Reserve Fund on behalf of the Holders of the Notes. The
      Reserve Fund shall be entitled “Reserve Fund, Wells Fargo Bank, N.A. as
      Securities Administrator for the benefit of holders of Bear Stearns Arm Trust
      2007-2, Mortgage-Backed Notes, Series 2007-2”. The Securities Administrator
      shall deposit in the Reserve Fund the Available Funds described in Section
      3.03(h) that are related to a group of retired Senior Notes and may otherwise
      be
      distributable in respect of principal on the Subordinate Notes pursuant to
      such
      Section 3.03(h) on each relevant Payment Date.  On each Payment Date,
      the Securities Administrator shall remit amounts then on deposit in the Reserve
      Fund to the Holders of the Senior Notes of any Undercollateralized Group in
      the
      manner and priorities set forth in clause (A) of Section 3.03(h) hereof, or
      if
      no Senior Notes remain outstanding, to the Holders of the Subordinate Notes
      in
      the manner and priorities set forth at the end of such Section
      3.03(h).  Amounts on deposit in the Reserve Fund shall remain
      uninvested.

     

    Section
      3.05  Protection
      of Trust Estate.  (a)  The Issuing Entity shall from
      time to time prepare, execute and deliver all such supplements and amendments
      hereto and all such financing statements, continuation statements, instruments
      of further assurance and other instruments, and will take such other action
      necessary or advisable to:

     

    (i)  maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof;

     

    (ii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iii)  cause
      the Issuing Entity or the
      Securities Administrator on behalf of the Indenture Trustee to enforce any
      of
      the rights to the Mortgage Loans; or

     

    (iv)  preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee
      and
      the Noteholders in such Trust Estate against the claims of all persons and
      parties.

     

    (b)  Except
      as
      otherwise provided in this Indenture, the Indenture Trustee shall not remove
      or
      permit the Custodians to remove any portion of the Trust Estate that consists
      of
      money or is evidenced by an instrument, certificate or other writing from the
      jurisdiction in which it was held at the date of the most recent Opinion of
      Counsel delivered pursuant to Section 3.05 hereof (or from the jurisdiction
      in
      which it was held as described in the Opinion of Counsel delivered on the
      Closing Date pursuant to Section 3.05(a) hereof, if no Opinion of Counsel has
      yet been delivered pursuant to Section 3.05(b) hereof), unless the Indenture
      Trustee shall have first received an Opinion of Counsel to the effect that
      the
      lien and security interest created by this Indenture with respect to such
      property will continue to be maintained after giving effect to such action
      or
      actions.

     

    The
      Issuing Entity hereby designates the Securities Administrator its agent and
      attorney-in-fact to sign any financing statement, continuation statement or
      other instrument required to be signed pursuant to this Section 3.05 upon the
      Issuing Entity’s preparation thereof and delivery to the Securities
      Administrator.

     

    Section
      3.06  Opinions
      as to Trust Estate.  (a)  On the Closing Date, the
      Issuing Entity shall furnish to the Indenture Trustee and the Owner Trustee
      an
      Opinion of Counsel either stating that, in the opinion of such counsel, such
      action has been taken with respect to the recording and filing of this
      Indenture, any indentures supplemental hereto, and any other requisite
      documents, and with respect to the execution and filing of any financing
      statements and continuation statements, as are necessary to perfect and make
      effective the lien and first priority security interest in the Collateral and
      reciting the details of such action, or stating that, in the opinion of such
      counsel, no such action is necessary to make such lien and first priority
      security interest effective.

     

    (b)  On
      or
      before December 31st in each calendar year, beginning in 2007, the Issuing
      Entity shall furnish to the Indenture Trustee an Opinion of Counsel at the
      expense of the Issuing Entity either stating that, in the opinion of such
      counsel, such action has been taken with respect to the recording, filing,
      rerecording and refiling of this Indenture, any indentures supplemental hereto
      and any other requisite documents and with respect to the execution and filing
      of any financing statements and continuation statements as is necessary to
      maintain the lien and security interest in the Collateral and reciting the
      details of such action or stating that in the opinion of such counsel no such
      action is necessary to maintain such lien and security interest. Such Opinion
      of
      Counsel shall also describe the recording, filing, re-recording and refiling
      of
      this Indenture, any indentures supplemental hereto and any other requisite
      documents and the execution and filing of any financing statements and
      continuation statements that will, in the opinion of such counsel, be required
      to maintain the lien and security interest in the Collateral until December
      31
      in the following calendar year.

     

    Section
      3.07  Performance
      of Obligations.  (a)  The Issuing Entity shall
      punctually perform and observe all of its obligations and agreements contained
      in this Indenture, the Basic Documents and in the instruments and agreements
      included in the Trust Estate.

     

    (b)  The
      Issuing Entity may contract with other Persons to assist it in performing its
      duties under this Indenture, and any performance of such duties by a Person
      identified to the Indenture Trustee in an Officer’s Certificate of the Issuing
      Entity shall be deemed to be action taken by the Issuing Entity.

     

    (c)  The
      Issuing Entity shall not take any action or permit any action to be taken by
      others which would release any Person from any of such Person’s covenants or
      obligations under any of the documents relating to the Mortgage Loans or under
      any instrument included in the Trust Estate, or which would result in the
      amendment, hypothecation, subordination, termination or discharge of, or impair
      the validity or effectiveness of, any of the documents relating to the Mortgage
      Loans or any such instrument, except such actions as the Master Servicer is
      expressly permitted to take in the Wells Fargo Servicing Agreement.

     

    (d)  The
      Issuing Entity may retain an administrator and may enter into contracts with
      other Persons for the performance of the Issuing Entity’s obligations hereunder,
      and performance of such obligations by such Persons shall be deemed to be
      performance of such obligations by the Issuing Entity.

     

    Section
      3.08  Negative
      Covenants.  So long as any Notes are Outstanding or  the
      Majority Certificateholder owns 100% of the Securities, the Issuing Entity
      shall
      not:

     

    (i)  except
      as
      expressly permitted by this Indenture, sell, transfer, exchange or otherwise
      dispose of the Trust Estate;

     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or interest payable in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder,
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Trust
      Estate;

     

    (iii)  (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Trust Estate
      or any part thereof or any interest therein or the proceeds thereof or (C)
      permit the lien of this Indenture not to constitute a valid first priority
      security interest in the Trust Estate; or

     

    (iv)  waive
      or
      impair, or fail to assert rights under, the Mortgage Loans, or impair or cause
      to be impaired the Issuing Entity’s interest in the Mortgage Loans, the Mortgage
      Loan Purchase Agreement or in any Basic Document, if any such action would
      materially and adversely affect the interests of the Noteholders.

     

    Section
      3.09  Annual
      Statement as to Compliance.  The Issuing Entity will deliver to
      the Indenture Trustee, by March 1 of each year commencing with the calendar
      year
      2008, an Officer’s Certificate stating, as to the Authorized Officer signing
      such Officer’s Certificate, that:

     

    (i)  a
      review
      of the activities of the Issuing Entity during the previous calendar year and
      of
      its performance under this Indenture and the Trust Agreement has been made
      under
      such Authorized Officer’s supervision; and

     

    (ii)  to
      the
      best of such Authorized Officer’s knowledge, based on such review, the Issuing
      Entity has complied with all conditions and covenants under this Indenture
      and
      the provisions of the Trust Agreement throughout such year, or, if there has
      been a default in its compliance with any such condition or covenant, specifying
      each such default known to such Authorized Officer and the nature and status
      thereof.

     

    Section
      3.10  [Reserved].

     

    Section
      3.11  Representations
      and Warranties Concerning the Mortgage Loans.  The Indenture
      Trustee, as pledgee of the Mortgage Loans, has the benefit of the
      representations and warranties made by the Mortgage Loan Seller in the Mortgage
      Loan Purchase Agreement concerning the Mortgage Loan Seller and the
      representations and warranties made by the Underlying Sellers under the related
      Sale Agreements, and the Mortgage Loans to the same extent as though such
      representations and warranties were made directly to the Indenture Trustee.
      If a
      Responsible Officer of the Indenture Trustee has actual knowledge of any breach
      of any representation or warranty made by the Mortgage Loan Seller in the
      Mortgage Loan Purchase Agreement or by the Underlying Sellers under the related
      Sale Agreements, the Indenture Trustee shall promptly notify the Mortgage Loan
      Seller or the related Underlying Seller, as applicable, to cure such defect
      or
      repurchase or substitute for the related Mortgage Loan. Alesco Financial Inc.
      will guarantee the Mortgage Loan Seller’s obligations to repurchase Mortgage
      Loans as to which there has been a breach.

     

    Section
      3.12  Investment
      Company Act.  The Issuing Entity shall not become an “investment
      company” or be under the “control” of an “investment company” as such terms are
      defined in the Investment Company Act of 1940, as amended (or any successor
      or
      amendatory statute), and the rules and regulations thereunder (taking into
      account not only the general definition of the term “investment company” but
      also any available exceptions to such general definition); provided, however,
      that the Issuing Entity shall be in compliance with this Section 3.11 if it
      shall have obtained an order exempting it from regulation as an “investment
      company” so long as it is in compliance with the conditions imposed in such
      order.

     

    Section
      3.13  Issuing
      Entity May Consolidate, etc.  (a)  The Issuing Entity
      shall not consolidate or merge with or into any other Person,
      unless:

     

    (i)  the
      Person (if other than the Issuing Entity) formed by or surviving such
      consolidation or merger shall be a Person organized and existing under the
      laws
      of the United States of America or any state or the District of Columbia and
      shall expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Indenture Trustee and the Securities Administrator, in form
      reasonably satisfactory to the Indenture Trustee and the Securities
      Administrator, the due and punctual payment of the principal of and interest
      on
      all Notes, and all amounts payable to the Indenture Trustee and the Securities
      Administrator, the payment to the Securities Administrator of all amounts due
      to
      the Certificateholders, and the performance or observance of every agreement
      and
      covenant of this Indenture on the part of the Issuing Entity to be performed
      or
      observed, all as provided herein;

     

    (ii)  immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii)  each
      of
      the Rating Agencies shall have notified the Issuing Entity that such transaction
      shall not cause the rating of the Notes to be reduced, qualified, suspended
      or
      withdrawn or to be considered by either Rating Agencies to be below investment
      grade;

     

    (iv)  the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Indenture Trustee and the Securities
      Administrator) to the effect that such transaction will not (A) result in a
      “significant modification” of the Class I-A-1, Class I-A-2, Class II-A-1, Class
      II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes or
      any
      other classes of Notes with respect to which a “will be debt” opinion has been
      rendered by nationally recognized tax counsel and furnished to the Securities
      Administrator under Treasury Regulation Section 1.1001-3, or adversely affect
      the indebtedness status of such Notes and (B) cause the Trust to be subject
      to
      an entity level tax for federal income tax purposes;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken; and

     

    (vi)  the
      Issuing Entity shall have delivered to the Indenture Trustee and the Securities
      Administrator an Officer’s Certificate and an Opinion of Counsel each stating
      that such consolidation or merger and such supplemental indenture comply with
      this Article III and that all conditions precedent herein provided for or
      relating to such transaction have been complied with (including any filing
      required by the Exchange Act), and that such supplemental indenture is
      enforceable.

     

    (b)  The
      Issuing Entity shall not convey or transfer any of its properties or assets,
      including those included in the Trust Estate, to any Person,
      unless:

     

    (1)           such
      conveyance or transfer is made in connection with a REMIC Conversion;
      or

     

    (2)           the
      following conditions are satisfied:

     

    (i)  the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuing Entity, the conveyance or transfer of which is hereby restricted, shall
      (A) be a United States citizen or a Person organized and existing under the
      laws
      of the United States of America or any state thereof, (B) expressly assume,
      by
      an indenture supplemental hereto, executed and delivered to the Indenture
      Trustee and the Securities Administrator, in form satisfactory to the Indenture
      Trustee and the Securities Administrator, the due and punctual payment of the
      principal of and interest on all Notes and the performance or observance of
      every agreement and covenant of this Indenture on the part of the Issuing Entity
      to be performed or observed, all as provided herein, (C) expressly agree by
      means of such supplemental indenture that all right, title and interest so
      conveyed or transferred shall be subject and subordinate to the rights of the
      Holders of the Notes, (D) unless otherwise provided in such supplemental
      indenture, expressly agree to indemnify, defend and hold harmless the Issuing
      Entity and the Indenture Trustee and the Securities Administrator against and
      from any loss, liability or expense arising under or related to this Indenture
      and the Notes and (E) expressly agree by means of such supplemental indenture
      that such Person (or if a group of Persons, then one specified Person) shall
      make all filings with the Commission (and any other appropriate Person) required
      by the Exchange Act in connection with the Notes;

     

    (ii)  immediately
      after giving effect to such transaction, no Default or Event of Default shall
      have occurred and be continuing;

     

    (iii)  each
      of
      the Rating Agencies shall have notified the Issuing Entity that such transaction
      shall not cause the ratings of the Notes to be reduced, qualified, suspended
      or
      withdrawn;

     

    (iv)  the
      Issuing Entity shall have received an Opinion of Counsel (and shall have
      delivered a copy thereof to the Indenture Trustee and the Securities
      Administrator) to the effect that such transaction will not (A) result in a
      “significant modification” of the Class I-A-1, Class I-A-2, Class II-A-1, Class
      II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes or
      any
      other Classes of Notes with respect to which a “will be debt” opinion has been
      rendered by nationally recognized tax counsel and furnished to the Securities
      Administrator under Treasury Regulation Section 1.1001-3, or adversely affect
      the indebtedness status of such Notes, and (B) cause the Trust to be subject
      to
      an entity level tax for federal income tax purposes;

     

    (v)  any
      action that is necessary to maintain the lien and security interest created
      by
      this Indenture shall have been taken;  and

     

    (vi)  the
      Issuing Entity shall have delivered to the Indenture Trustee and the Securities
      Administrator an Officer’s Certificate and an Opinion of Counsel each stating
      that such conveyance or transfer and such supplemental indenture comply with
      this Article III and that all conditions precedent herein provided for relating
      to such transaction have been complied with (including any filing required
      by
      the Exchange Act).

     

    Section
      3.14  Successor
      or Transferee.  (a)  Upon any consolidation or merger of
      the Issuing Entity in accordance with Section 3.13(a), the Person formed by
      or
      surviving such consolidation or merger (if other than the Issuing Entity) shall,
      following the Issuing Entity’s satisfaction of all of the conditions precedent
      set forth therein with respect thereto, succeed to, and be substituted for,
      and
      may exercise every right and power of, the Issuing Entity under this Indenture
      with the same effect as if such Person had been named as the Issuing Entity
      herein.

     

    (b)  Upon
      a
      conveyance or transfer of all the assets and properties of the Issuing Entity
      pursuant to Section 3.13(b), the Issuing Entity, following its satisfaction
      of
      all of the conditions precedent set forth herein with respect thereto, will
      be
      released from every covenant and agreement of this Indenture to be observed
      or
      performed on the part of the Issuing Entity with respect to the Notes
      immediately upon the delivery of written notice to the Indenture Trustee and
      the
      Securities Administrator of such conveyance or transfer.

     

    Section
      3.15  No
      Other Business.  The Issuing Entity shall not engage in any
      business other than as set forth with respect thereto in the Trust Agreement
      and
      other than financing, purchasing, owning and selling and managing the Mortgage
      Loans and the issuance of the Certificates and consummation of a REMIC
      Conversion in the manner contemplated by this Indenture and the Basic Documents
      and all activities incidental thereto.

     

    Section
      3.16  No
      Borrowing.  The Issuing Entity shall not issue, incur, assume,
      guarantee or otherwise become liable, directly or indirectly, for any
      indebtedness except for the Notes under this Indenture.

     

    Section
      3.17  Guarantees,
      Loans, Monthly Advances and Other Liabilities.  Except as
      contemplated by this Indenture or the Basic Documents, the Issuing Entity shall
      not make any loan or advance or credit to, or guarantee (directly or indirectly
      or by an instrument having the effect of assuring another’s payment or
      performance on any obligation or capability of so doing or otherwise), endorse
      or otherwise become contingently liable, directly or indirectly, in connection
      with the obligations, stocks or dividends of, or own, purchase, repurchase
      or
      acquire (or agree contingently to do so) any stock, obligations, assets or
      securities of, or any other interest in, or make any capital contribution to,
      any other Person.

     

    Section
      3.18  Capital
      Expenditures.  The Issuing Entity shall not make any expenditure
      (by long-term or operating lease or otherwise) for capital assets (either realty
      or personalty).

     

    Section
      3.19  Determination
      of Note Index.

     

    Semi-annually,
      on each Interest Determination Date beginning on the Interest Determination
      Date
      in November 2010, the Securities Administrator will determine the Six-Month
      LIBOR Note Index for the Class I-A-1 Notes and Class I-A-2 Notes for the related
      Payment Date. Annually, on each Interest Determination Date beginning on the
      Interest Determination Date in November 2011 in the case of the Class II-A-1
      Notes and Class II-A-2 Notes and beginning in November 2013 in the case of
      the
      Class III-A-1 Notes and Class III-A-2 Notes, the Securities Administrator will
      determine the One-Year LIBOR Note Index for the related Payment
      Date.  Annually, on each Interest Determination Date beginning on the
      Interest Determination Date in November 2016, the Securities Administrator
      will
      determine the One-Year U.S. Treasury Note Index for the Class IV-A-1 Notes
      and
      Class IV-A-2 Notes for the related Payment Date.

     

    The
      establishment of the Six-Month LIBOR Note Index, One-Year LIBOR Note Index
      and
      One-Year U.S. Treasury Note Index on each Interest Determination Date by the
      Securities Administrator and the Securities Administrator’s calculation of the
      rate of interest applicable to the Notes for the related Interest Accrual Period
      shall (in the absence of manifest error) be final and binding.

     

    Section
      3.20  Restricted
      Payments.  The Issuing Entity shall not, directly or indirectly,
      (i) pay any dividend or make any distribution (by reduction of capital or
      otherwise), whether in cash, property, securities or a combination thereof,
      to
      the Owner Trustee or any owner of a beneficial interest in the Issuing Entity
      or
      otherwise with respect to any ownership or equity interest or security in or
      of
      the Issuing Entity, (ii) redeem, purchase, retire or otherwise acquire for
      value
      any such ownership or equity interest or security or (iii) set aside or
      otherwise segregate any amounts for any such purpose; provided, however, that
      the Issuing Entity may make, or cause to be made, (x) distributions and payments
      to the Owner Trustee, the Indenture Trustee, the Securities Administrator,
      the
      Master Servicer, the Servicers, the Noteholders and the Certificateholders
      as
      contemplated by, and to the extent funds are available for such purpose under
      this Indenture and the Basic Documents and (y) payments to the Master Servicer
      pursuant to the Sale and Servicing Agreement and the Servicer pursuant to the
      terms of the Wells Fargo Servicing Agreement. The Issuing Entity will not,
      directly or indirectly, make payments to or distributions from the Payment
      Account except in accordance with this Indenture and the Basic
      Documents.

     

    Section
      3.21  Notice
      of Events of Default.  The Issuing Entity shall give the Indenture
      Trustee, the Securities Administrator and each Rating Agencies prompt written
      notice of each Event of Default hereunder.

     

    Section
      3.22  Further
      Instruments and Acts.  Upon request of the Indenture Trustee, the
      Issuing Entity will execute and deliver such further instruments and do such
      further acts as may be reasonably necessary or proper to carry out more
      effectively the purpose of this Indenture.

     

    Section
      3.23  Certain
      Representations Regarding the Trust Estate.

     

    (a)  With
      respect to that portion of the Collateral described in clauses (a) through
      (c)
      of the definition of Trust Estate, the Issuing Entity represents to the
      Indenture Trustee that:

     

    (i)  This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable UCC) in the Collateral in favor of the Indenture Trustee, which
      security interest is prior to all other liens, and is enforceable as such as
      against creditors of and purchasers from the Issuing Entity.

     

    (ii)  The
      Collateral constitutes “deposit accounts,” “instruments” or “certificated
      securities,” as applicable within the meaning of the applicable
      UCC.

     

    (iii)  The
      Issuing Entity owns and has good and marketable title to the Collateral, free
      and clear of any lien, claim or encumbrance of any Person.

     

    (iv)  The
      Issuing Entity has caused or will have caused, within ten days of the Closing
      Date, the filing of all appropriate financing statements in the proper filing
      office in the appropriate jurisdictions under applicable law in order to perfect
      the security interest in the Collateral granted to the Indenture Trustee
      hereunder.

     

    (v)  Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, or the conveyances that the Issuing Entity would be required to
      make
      following a TMP Trigger Event, the Issuing Entity has not pledged, assigned,
      sold, granted a security interest in, or otherwise conveyed any of the
      Collateral.  The Issuing Entity has not authorized the filing of and
      is not aware of any financing statements against the Issuing Entity that include
      a description of collateral covering the Collateral other than any financing
      statement relating to the security interest granted to the Indenture Trustee
      hereunder or that has been terminated.

     

    (vi)  The
      Collateral is not in the name of any Person other than the Issuing Entity or
      the
      Indenture Trustee.  The Issuing Entity has in its possession all
      original copies of the security certificates that constitute or evidence the
      Collateral.  The security certificates that constitute or evidence the
      Collateral do not have any marks or notations indicating that they have been
      pledged, assigned or otherwise conveyed to any Person other than the Indenture
      Trustee.  The Issuing Entity has not consented to the bank maintaining
      the Collateral to comply with instructions of any Person other than the
      Indenture Trustee. All financing statements filed or to be filed against the
      Issuing Entity in favor of the Indenture Trustee in connection herewith
      describing the Collateral contain a statement to the following effect: “A
      purchase of or security interest in any collateral described in this financing
      statement will violate the rights of the Secured Party.”

     

    (vii)  The
      foregoing representations may not be waived and shall survive the issuance
      of
      the Notes.

     

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

     

    (b)  With
      respect to any Notes (other than the Class X Notes) on any Payment Date, the
      principal portion of each Realized Loss on a Mortgage Loan shall be allocated
      as
      follows:

     

    first,
      to the Class B-6 Notes until the Note Principal Balance thereof has been reduced
      to zero;

     

    second,
      to the Class B-5 Notes until the Note Principal Balance thereof has been reduced
      to zero;

     

    third,
      to the Class B-4 Notes until the Note Principal Balance thereof has been reduced
      to zero;

     

    fourth,
      to the Class B-3 Notes until the Note Principal Balance thereof has been reduced
      to zero;

     

    fifth,
      to the Class B-2 Notes until the Note Principal Balance thereof has been reduced
      to zero;

     

    sixth,
      to the Class B-1 Notes until the Note Principal Balance thereof has been reduced
      to zero;

     

    seventh,
      to the extent that such Realized Losses related to the Group I Mortgage Loans
      exceed amounts on deposit in the Reserve Fund, to the Class I-A-2 Notes, and
      then, to the Class I-A-1 Notes, in each case until its Note Principal Balance
      has been reduced to zero; to the extent that such Realized Losses related to
      the
      Group II Mortgage Loans exceed amounts on deposit in the Reserve Fund, to the
      Class II-A-2 Notes, and then, to the Class II-A-1 Notes, in each case until
      its
      Note Principal Balance has been reduced to zero; to the extent that such
      Realized Losses related to the Group III Mortgage Loans exceed amounts on
      deposit in the Reserve Fund, to the Class III-A-2 Notes, and then, to the Class
      III-A-1 Notes, in each case until its Note Principal Balance has been reduced
      to
      zero; and to the extent that such Realized Losses related to the Group IV
      Mortgage Loans exceed amounts on deposit in the Reserve Fund, to the Class
      IV-A-2 Notes, and then, to the Class IV-A-1 Notes, in each case until its Note
      Principal Balance has been reduced to zero.

     

    (c)           Notwithstanding
      the foregoing clause (b), no such allocation of any Realized Loss shall be
      made
      on a Payment Date to any Class or Classes of Senior Notes to the extent that
      such allocation would result in the reduction of the aggregate Note Principal
      Balance of all of the related Classes of Notes as of such Payment Date, after
      giving effect to all distributions and prior allocations of Realized Losses
      on
      such date, to an amount less than the aggregate Scheduled Principal Balance
      of
      the related Mortgage Loans as of the related Due Date (such limitation, the
      “Loss Allocation Limitation”).

     

    (d)           The
      principal portion of any Realized Losses allocated to a Class of Notes shall
      be
      allocated among the Notes of such Class (other than the Class X Notes) in
      proportion to their respective Note Principal Balances. Any allocation of
      Realized Losses shall be accomplished by reducing the Note Principal Balance
      of
      the Notes on the related Payment Date.

     

    (e)           Realized
      Losses shall be allocated on the Payment 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 Payment
      Date.

     

    (f)           On
      each Payment Date, the Securities
      Administrator shall determine the Subordinate Writedown Amount. Any such
      Subordinate Writedown Amount shall effect a corresponding reduction in the
      Note
      Principal Balance of (i) with respect to the Subordinate Writedown Amount,
      if
      prior to the Cross-Over Date, the Class B-6, Class B-5, Class B-4, Class B-3,
      Class B-2 and Class B-1 Notes, in that order, and (ii) from and after the
      Cross-Over Date, to the Senior Notes, in accordance with priorities set forth
      in
      clause (b) above, in each case, on such Payment Date after giving effect to
      distributions made on such Payment Date.

     

    (g)           The
      interest portion of any Realized Losses with respect to the Mortgage Loans
      occurring on or prior to the Cross-Over Date will be borne sequentially to
      the
      Class B-6, Class B-5, Class B-4, Class B-3, Class B-2, Class B-1 and Class
      X
      Notes, in that order.

     

    (i)           In
      addition, in the event that the Securities Administrator receives any Subsequent
      Recoveries from the Servicer or Master Servicer, the Securities Administrator
      shall deposit such funds into the Payment Account  pursuant to Section
      4.02 of the Sale and Servicing Agreement.  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 Note
      Principal Balance of the Notes 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 or Classes of Notes pursuant to this
      Section 3.24.  The amount of any Subsequent Recoveries following the
      application set forth in the immediately preceding sentence will be applied
      to
      sequentially increase the Note Principal Balance of the Notes, beginning with
      the Class of Notes with the next highest payment priority, up to the amount
      of
      such Realized Losses previously allocated to such Class or Classes of Notes
      pursuant to this Section 3.24.  Holders of such Notes will not be
      entitled to any payments in respect of Accrued Note Interest on the amount
      of
      such increases for any Interest Accrual Period preceding the Payment Date on
      which such increase occurs.  Any such increases shall be applied to
      the Note Principal Balance of the Notes of such Class in accordance with its
      respective Percentage Interest.

     

    ARTICLE
      IV

     

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    Section
      4.01  The
      Notes.  Each Class of Class I-A-1, Class I-A-2, Class II-A-1,
      Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes
      shall be registered in the name of a nominee designated by the Depository.
      Beneficial Owners will hold interests in the Class I-A-1, Class I-A-2, Class
      II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1 and Class
      IV-A-2 Notes through the book-entry facilities of the Depository in minimum
      initial Note Principal Balances of $25,000 and integral multiples of $1 in
      excess thereof.  Registered Holders will hold interests in the Class X
      Notes in physical form in minimum initial Notional Amount of $25,000 and
      integral multiples of $1 in excess thereof.  Registered Holders will
      hold interests in the Class X, Class B-1, Class B-2, Class B-3, Class B-4,
      Class
      B-5 and Class B-6 Notes in physical form in minimum initial Note Principal
      Balances of $25,000 and integral multiples of $1 in excess thereof.

     

    The
      Indenture Trustee and Securities Administrator may for all purposes (including
      the making of payments due on the Notes) deal with the Depository as the
      authorized representative of the Beneficial Owners with respect to the Notes
      for
      the purposes of exercising the rights of Holders of the Notes hereunder. Except
      as provided in the next succeeding paragraph of this Section 4.01, the rights
      of
      Beneficial Owners with respect to the Notes shall be limited to those
      established by law and agreements between such Beneficial Owners and the
      Depository and Depository Participants. Except as provided in Section 4.08
      hereof, Beneficial Owners shall not be entitled to definitive certificates
      for
      the Notes as to which they are the Beneficial Owners. Requests and directions
      from, and votes of, the Depository as Holder of the Notes shall not be deemed
      inconsistent if they are made with respect to different Beneficial Owners.
      The
      Securities Administrator may establish a reasonable record date in connection
      with solicitations of consents from or voting by Noteholders and give notice
      to
      the Depository of such record date. Without the consent of the Issuing Entity
      and the Securities Administrator, no Note may be transferred by the Depository
      except to a successor Depository that agrees to hold such Note for the account
      of the Beneficial Owners.

     

    In
      the
      event the Depository Trust Company resigns or is removed as Depository, the
      Depositor may appoint a successor Depository.  If no successor
      Depository has been appointed within 30 days of the effective date of the
      Depository’s resignation or removal, each Beneficial Owner shall be entitled to
      certificates representing the Notes it beneficially owns in the manner
      prescribed in Section 4.08.

     

    The
      Notes
      shall, on original issue, be executed on behalf of the Issuing Entity by the
      Owner Trustee, not in its individual capacity but solely as Owner Trustee,
      authenticated by the Securities Administrator and delivered by the Securities
      Administrator to or upon the order of the Issuing Entity.

     

    Section
      4.02  Registration
      of and Limitations on Transfer and Exchange of Notes; Appointment of Securities
      Administrator to Act as Note Registrar and Certificate
      Registrar.  The Issuing Entity shall cause to be kept at the
      Corporate Trust Office of the Securities Administrator a Note Register in which,
      subject to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Notes and of transfers
      and
      exchanges of Notes as herein provided.

     

    Subject
      to the restrictions and limitations set forth below, upon surrender for
      registration of transfer of any Note at the Corporate Trust Office of the
      Securities Administrator, the Issuing Entity shall execute and the Securities
      Administrator shall authenticate and deliver, in the name of the designated
      transferee or transferees, one or more new Notes in authorized initial Note
      Principal Balances evidencing the same Class and aggregate Percentage
      Interests.

     

    No
      transfer, sale, pledge or other disposition of any Privately Offered Note or
      interest therein shall be made unless that transfer, sale, pledge or other
      disposition is exempt from the registration and/or qualification requirements
      of
      the Securities Act and any applicable state securities laws, or is otherwise
      made in accordance with the Securities Act and such state securities
      laws.  If a transfer of any Privately Offered Note is to be made
      without registration under the Securities Act (other than in connection with
      the
      initial issuance thereof or a transfer thereof to the Depositor or one of its
      Affiliates), then the Securities Administrator shall refuse to register such
      transfer unless (i) it receives (and upon receipt, may conclusively rely upon)
      a
      certificate substantially in the form attached as Exhibit C hereto (provided,
      however, that in the case of the Book-Entry Notes, the Noteholder and the
      Noteholder’s prospective transferee will be deemed to have made the
      representations set forth in such certification) or (ii) (a) it receives a
      written Opinion of Counsel acceptable to and in form and substance satisfactory
      to the Securities Administrator and the Indenture Trustee that such transfer
      may
      be made pursuant to an exemption, describing the applicable exemption and the
      basis therefor, from the Securities Act and any applicable state securities
      laws
      or is being made pursuant to the Securities Act and any applicable state
      securities laws, which Opinion of Counsel shall not be an expense of the
      Indenture Trustee, the Owner Trustee, the Depositor, the Seller, the Master
      Servicer, any Servicer or the Securities Administrator and (b) the transferee
      executes a representation letter, substantially in the form of Exhibit D
      attached hereto, and transferor executes a representation letter, substantially
      in the form of Exhibit E hereto, each acceptable to and in form and substance
      satisfactory to the Securities Administrator and the Indenture Trustee
      certifying the facts surrounding such transfer, which representation letters
      shall not be an expense of the Indenture Trustee, the Owner Trustee, the
      Depositor, the Seller, the Master Servicer, any Servicer or the Securities
      Administrator.  None of the Issuing Entity, the Depositor, the
      Indenture Trustee or the Securities Administrator is obligated to register
      or
      qualify any Notes under the Securities Act or any other securities law or to
      take any action not otherwise required under this Indenture to permit the
      transfer of any Note or interest therein without registration or
      qualification.  Any Noteholder desiring to effect a transfer of Notes
      or interests therein shall, and does hereby agree to, indemnify the Issuing
      Entity, the Depositor, the Owner Trustee, the Indenture Trustee and the
      Securities Administrator 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
      or in accordance with any restrictions on transfer set forth in this
      Indenture.  Notwithstanding the foregoing, the provisions of this
      paragraph shall not apply to the initial transfer of the Notes by the Depositor
      or any Affiliate thereof.

     

    
      
        No
          transfer, sale, pledge or other disposition of any Privately Offered Notes
          shall
          be made, and the Securities Administrator shall refuse to register any
          such
          transfer, sale, pledge or other disposition, unless and until the proposed
          transferor shall have delivered to the Owner Trustee, the Securities
          Administrator and the Indenture Trustee a certificate substantially in
          the form
          of Exhibit F hereto certifying (i) that, following such transfer, the proposed
          transferee will either be (a) a Single Owner or (b) a Proportionate Owner,
          or
          (ii) that such transfer either (A) will not cause a TMP Trigger Event or
          (B)
          will cause a TMP Trigger Event, in each case, as evidenced by an opinion
          of
          nationally recognized tax counsel addressed and provided to the Securities
          Administrator, the Owner Trustee and the Indenture Trustee (at the expense
          of
          the proposed transferor or proposed transferee), and in the case of clause
          (ii)(B), the REMIC Conversion associated with such TMP Trigger Event (and
          all
          conditions precedent thereto, including the contribution to the Issuing
          Entity
          or provisions for payment to various parties of certain additional funds
          by such
          proposed transferor or proposed transferee pursuant to clauses (iii) and
          (iv) of
          Section 11.01(a)) shall have been consummated.  Notwithstanding the
          foregoing, any Privately Offered Notes may be pledged to secure indebtedness
          and
          may be the subject of repurchase agreements treated by the Issuing Entity
          as
          secured indebtedness for federal income tax purposes, provided that, for
          the
          avoidance of doubt, none of the Privately Offered Notes may be transferred
          by
          the related lender or repurchase agreement counterparty under any such
          indebtedness or repurchase agreement upon a default under such indebtedness
          or
          repurchase agreement, as applicable, except in accordance with the
          foregoing.  The provisions of this paragraph shall not apply to the
          initial transfer of the Privately Offered Notes to the Depositor (or an
          affiliate thereof).

         

      

    

    Subject
      to the foregoing and Section 4.08, Notes may be exchanged for other Notes of
      like tenor and in authorized initial Note Principal Balances evidencing the
      same
      Class and aggregate Percentage Interests upon surrender of the Notes to be
      exchanged at the Corporate Trust Office of the Securities Administrator.
      Whenever any Notes are so surrendered for exchange, the Issuing Entity shall
      execute and the Securities Administrator shall authenticate and deliver the
      Notes which the Noteholder making the exchange such Noteholder is entitled
      to
      receive. Each Note presented or surrendered for registration of transfer or
      exchange shall (if so required by the Securities Administrator) be duly endorsed
      by, or be accompanied by a written instrument of transfer in form reasonably
      satisfactory to the Securities Administrator duly executed by the Holder thereof
      or his attorney duly authorized in writing with such signature guaranteed by
      a
      commercial bank or trust company located or having a correspondent located
      in
      the city of New York. Notes delivered upon any such transfer or exchange will
      evidence the same obligations, and will be entitled to the same rights and
      privileges, as the Notes surrendered.

     

    Subject
      to the foregoing and Section 4.08, in connection with a REMIC Conversion, each
      Noteholder shall surrender all of its Notes to the Securities Administrator
      in
      exchange for REMIC Class A Notes pursuant to Section 8.06 of like tenor and
      in
      authorized initial note principal balances evidencing the same class designation
      and aggregate percentage interests upon surrender of the Notes to be exchanged
      at the Corporate Trust Office of the Securities Administrator. Whenever any
      Notes are so surrendered for exchange, the Issuing Entity shall execute and
      the
      Securities Administrator shall authenticate and deliver the REMIC Class A Notes
      which the Noteholder making the exchange is entitled to receive. Each Note
      presented or surrendered for registration of transfer or exchange shall (if
      so
      required by the Securities Administrator) be duly endorsed by, or be accompanied
      by a written instrument of transfer in form reasonably satisfactory to the
      Securities Administrator, the Holder thereof or his attorney duly authorized
      in
      writing with such signature guaranteed by a commercial bank or trust company
      located or having a correspondent located in the city of New York. Notes
      delivered upon any such transfer or exchange will evidence the same obligations
      in substance, and will be entitled to the same rights and privileges in
      substance, as the Notes surrendered.

     

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

     

    The
      Issuing Entity hereby appoints the Securities Administrator as (i) certificate
      registrar to keep at its Corporate Trust Office a Certificate Register pursuant
      to Section 3.08 of the Trust Agreement in which, subject to such reasonable
      regulations as it may prescribe, the Certificate Registrar shall provide for
      the
      registration of Certificates and of transfers and exchanges thereof pursuant
      to
      Section 3.03 of the Trust Agreement and (ii) Note Registrar under this
      Indenture. The Securities Administrator hereby accepts such
      appointments.

     

    No
      Person
      shall become a Holder of Privately Offered Notes until it establishes its
      non-foreign status by submitting to the Securities Administrator an IRS Form
      W-9
      and the Certificate of Non-Foreign Status set forth in Exhibit G
      hereto.

     

    Section
      4.03  Mutilated,
      Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is
      surrendered to the Securities Administrator, or the Securities Administrator
      receives evidence to its satisfaction of the destruction, loss or theft of
      any
      Note, and (ii) there is delivered to the Securities Administrator such security
      or indemnity as may be required by it to hold the Issuing Entity, the Indenture
      Trustee and the Securities Administrator harmless, then, in the absence of
      notice to the Issuing Entity or the Securities Administrator that such Note
      has
      been acquired by a bona fide purchaser, and provided that the requirements
      of
      Section 8-405 of the UCC are met, the Issuing Entity shall execute, and upon
      its
      request the Securities Administrator shall authenticate and deliver, in exchange
      for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
      replacement Note; provided, however, that if any such destroyed, lost or stolen
      Note, but not a mutilated Note, shall have become or within seven days shall
      be
      due and payable, instead of issuing a replacement Note, the Issuing Entity
      may
      pay such destroyed, lost or stolen Note when so due or payable without surrender
      thereof.  If, after the delivery of such replacement Note or payment
      of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
      sentence, a bona fide purchaser of the original Note in lieu of which such
      replacement Note was issued presents for payment such original Note, the Issuing
      Entity and the Securities Administrator shall be entitled to recover such
      replacement Note (or such payment) from the Person to whom it was delivered
      or
      any Person taking such replacement Note from such Person to whom such
      replacement Note was delivered or any assignee of such Person, except a bona
      fide purchaser, and shall be entitled to recover upon the security or indemnity
      provided therefor to the extent of any loss, damage, cost or expense incurred
      by
      the Issuing Entity, the Indenture Trustee or the Securities Administrator in
      connection therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section 4.03, the Issuing Entity
      may
      require the payment by the Holder of such Note of a sum sufficient to cover
      any
      tax or other governmental charge that may be imposed in relation thereto and
      any
      other reasonable expenses (including the fees and expenses of the Securities
      Administrator) connected therewith.

     

    Every
      replacement Note issued pursuant to this Section 4.03 in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuing Entity, whether or not the
      mutilated, destroyed, lost or stolen Note shall be at any time enforceable
      by
      anyone, and shall be entitled to all the benefits of this Indenture equally
      and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section 4.03 are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    Section
      4.04  Persons
      Deemed Owners.  Prior to due presentment for registration of
      transfer of any Note, the Issuing Entity, the Indenture Trustee, the Securities
      Administrator and any agent of the Issuing Entity or the Securities
      Administrator may treat the Person in whose name any Note is registered (as
      of
      the day of determination) as the owner of such Note for the purpose of receiving
      payments of principal of and interest, if any, on such Note and for all other
      purposes whatsoever, whether or not such Note be overdue, and none of the
      Issuing Entity, the Indenture Trustee, the Securities Administrator or any
      agent
      of the Issuing Entity, the Securities Administrator or the Indenture Trustee
      shall be affected by notice to the contrary.

     

    Section
      4.05  Cancellation.  All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Securities Administrator,
      be
      delivered to the Securities Administrator and shall be promptly cancelled by
      the
      Securities Administrator. The Issuing Entity may at any time deliver to the
      Securities Administrator for cancellation any Notes previously authenticated
      and
      delivered hereunder which the Issuing Entity may have acquired in any manner
      whatsoever, and all Notes so delivered shall be promptly cancelled by the
      Securities Administrator. No Notes shall be authenticated in lieu of or in
      exchange for any Notes cancelled as provided in this Section 4.05, except as
      expressly permitted by this Indenture. All cancelled Notes may be held or
      disposed of by the Securities Administrator in accordance with its standard
      retention or disposal policy as in effect at the time unless the Issuing Entity
      shall direct by an Issuer Request that they be destroyed or returned to it;
      provided, however, that such Issuer Request is timely and the Notes have not
      been previously disposed of by the Securities Administrator.

     

    Section
      4.06  Book-Entry
      Notes.  The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2,
      Class III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes, upon original
      issuance, will be issued in the form of typewritten Notes representing the
      Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
      Depository, by, or on behalf of, the Issuing Entity. The Notes shall initially
      be registered on the Note Register in the name of Cede & Co., the nominee of
      the initial Depository, and no Beneficial Owner will receive a Definitive Note
      representing such Beneficial Owner’s interest in such Note, except as provided
      in Section 4.08. With respect to such Notes, unless and until definitive, fully
      registered Notes (the “Definitive Notes”) have been issued to Beneficial Owners
      pursuant to Section 4.08:

     

    (i)  the
      provisions of this Section 4.06 shall be in full force and effect;

     

    (ii)  the
      Indenture Trustee and the Securities Administrator shall be entitled to deal
      with the Depository for all purposes of this Indenture (including the payment
      of
      principal of and interest on the Notes and the giving of instructions or
      directions hereunder) as the sole holder of the Notes, and shall have no
      obligation to the Beneficial Owners of the Notes;

     

    (iii)  to
      the
      extent that the provisions of this Section 4.06 conflict with any other
      provisions of this Indenture, the provisions of this Section 4.06 shall
      control;

     

    (iv)  the
      rights of Beneficial Owners shall be exercised only through the Depository
      and
      shall be limited to those established by law and agreements between such Owners
      of Notes and the Depository and/or the Depository Participants. Unless and
      until
      Definitive Notes are issued pursuant to Section 4.08, the initial Depository
      will make book-entry transfers among the Depository Participants and receive
      and
      transmit payments of principal of and interest on the Notes to such Depository
      Participants; and

     

    (v)  whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Note
      Principal Balances of the Notes, the Depository shall be deemed to represent
      such percentage with respect to the Notes only to the extent that it has
      received instructions to such effect from Beneficial Owners and/or Depository
      Participants owning or representing, respectively, such required percentage
      of
      the beneficial interest in the Notes and has delivered such instructions to
      the
      Securities Administrator and the Indenture Trustee.

     

    None
      of
      the Depositor, the Issuing Entity, the Master Servicer, the Seller, the
      Securities Administrator, the Indenture Trustee and the Owner Trustee shall
      have
      any liability for any aspect of the records relating to or payments made on
      account of beneficial ownership interests in the Book-Entry Notes or for
      maintaining, supervising or reviewing any records relating to beneficial
      ownership interests or transfers thereof.

     

    The
      Class
      X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes
      will be registered in full definitive form.

     

    Section
      4.07  Notices
      to Depository.  Whenever a notice or other communication to the
      Note Holders is required under this Indenture, unless and until Definitive
      Notes
      shall have been issued to Beneficial Owners pursuant to Section 4.08, the
      Indenture Trustee or Securities Administrator, as applicable, shall give all
      such notices and communications specified herein to be given to Holders of
      the
      Notes to the Depository, and shall have no obligation to the Beneficial
      Owners.

     

    Section
      4.08  Definitive
      Notes.  If (i) the Depositor advises the Securities Administrator
      in writing that the Depository is no longer willing or able to properly
      discharge its responsibilities with respect to the Book-Entry Notes and the
      Depositor is unable to locate a qualified successor within 30 days or (ii)
      the
      Depositor, at its option (with the consent of the Securities Administrator,
      such
      consent not to be unreasonably withheld) elects to terminate the book-entry
      system through the Depository, then the Securities Administrator shall request
      that the Depository notify all Beneficial Owners of the occurrence of any such
      event and of the availability of Definitive Notes to Beneficial Owners
      requesting the same.  Upon surrender to the Securities Administrator
      of the typewritten Notes representing the Book-Entry Notes by the Depository,
      accompanied by registration instructions, the Issuing Entity shall execute
      and
      the Securities Administrator shall authenticate the Definitive Notes in
      accordance with the instructions of the Depository.  None of the
      Issuing Entity, the Securities Administrator shall be liable for any delay
      in
      delivery of such instructions and may conclusively rely on, and shall be
      protected in relying on, such instructions.  Upon the issuance of
      Definitive Notes, the Securities Administrator shall recognize the Holders
      of
      the Definitive Notes as Noteholders.

     

    In
      addition, if an Event of Default has occurred and is continuing, each Note
      Owner
      materially adversely affected thereby may at its option request a Definitive
      Note evidencing such Noteholder's interest in the related Class of
      Notes.  In order to make such request, such Noteholder 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 Noteholder's interest in such Class
      of
      Notes 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 Notes
      and the Note Principal Balance being exchanged, the Depository Participant
      account to be debited with the decrease, the registered holder of and delivery
      instructions for the Definitive Note, 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 Note Principal Balance of the Definitive Note, (ii)
      the
      Securities Administrator shall execute, authenticate and deliver, in accordance
      with the registration and delivery instructions provided by the Depository,
      a
      Definitive Note evidencing such Noteholder's interest in such Class of Notes
      and
      (iii) the Issuing Entity shall execute and the Securities Administrator shall
      authenticate a new Book-Entry Note reflecting the reduction in the Note
      Principal Balance of such Class of Notes by the amount of the Definitive
      Notes.

     

    Section
      4.09  Tax
      Treatment.  The Issuing Entity has entered into this Indenture,
      and the Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1,
      Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes shall be issued with the
      intention that, for federal, state and local income, single business and
      franchise tax purposes, such Classes of Notes will qualify as indebtedness.
      The
      Issuing Entity and the Securities Administrator (in accordance with Section
      6.07
      hereof), by entering into this Indenture, and each Class I-A-1, Class I-A-2,
      Class II-A-1, Class II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1 and
      Class
      IV-A-2 Noteholder, by its acceptance of its Note (and each Beneficial Owner
      by
      its acceptance of an interest in the applicable Book-Entry Note), agree to
      treat
      such Classes of Notes for federal, state and local income, single business
      and
      franchise tax purposes as indebtedness.

     

    Section
      4.10  Satisfaction
      and Discharge of Indenture.  This Indenture shall cease to be of
      further effect with respect to the Notes except as to (i) rights of registration
      of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or
      stolen Notes, (iii) rights of Noteholders to receive payments of principal
      thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09, 3.17, 3.19
      and 3.20, (v) the rights, obligations and immunities of the Indenture Trustee
      and Securities Administrator hereunder (including the rights of the Securities
      Administrator under Section 6.08 and the obligations of the Securities
      Administrator under Section 4.11), and (vi) the rights of Noteholders as
      beneficiaries hereof with respect to the property so deposited with the
      Securities Administrator payable to all or any of them, and the Indenture
      Trustee, on demand of and at the expense of the Issuing Entity, shall execute
      proper instruments acknowledging satisfaction and discharge of this Indenture
      with respect to the Notes and shall release and deliver, or cause the related
      Custodian to deliver, the Collateral to or upon the order of the Issuing Entity,
      when

     

    (A)  Any
      of
      the following occur:

     

    (1)  all
      Notes
      theretofore authenticated and delivered (other than (i) Notes that have been
      destroyed, lost or stolen and that have been replaced or paid as provided in
      Section 4.03 hereof and (ii) Notes for whose payment money has theretofore
      been
      deposited in trust or segregated and held in trust by the Issuing Entity and
      thereafter repaid to the Issuing Entity or discharged from such trust, as
      provided in Section 3.03) have been delivered to the Securities Administrator
      for cancellation;

     

    (2)  all
      Notes
      not theretofore delivered to the Securities Administrator for
      cancellation

     

    
      	
              a.  

            	
              have
                become due and payable,

            


    

     

    
      	
              b.  

            	
              will
                become due and payable at the Final Scheduled Payment Date within
                one
                year, or

            


    

     

    
      	
              c.  

            	
              have
                been called for early redemption and the Trust has been terminated
                pursuant to Section 8.07 hereof;

            


    

     

    and
      the
      Issuing Entity, in the case of a., b. or c. above, has irrevocably deposited
      or
      caused to be irrevocably deposited with the Securities Administrator cash or
      direct obligations of or obligations guaranteed by the United States of America
      (which will mature prior to the date such amounts are payable), in trust for
      such purpose, in an amount sufficient to pay and discharge the entire
      indebtedness on such Notes then outstanding not theretofore delivered to the
      Securities Administrator for cancellation when due on the Final Scheduled
      Payment Date or other final Payment Date and has delivered to the Securities
      Administrator and the Indenture Trustee a verification report from a nationally
      recognized accounting firm certifying that the amounts deposited with the
      Securities Administrator are sufficient to pay and discharge the entire
      indebtedness of such Notes, or, in the case of c. above, the Issuing Entity
      shall have complied with all requirements of Section 8.07 hereof;
      or

     

    (3)  all
      Notes
      have been called for surrender in exchange for the corresponding Classes of
      REMIC Class A Notes and REMIC Privately Offered Certificates pursuant to Section
      8.06 in connection with a REMIC Conversion as described in Article
      XI.

     

    (B)  the
      Issuing Entity has paid or caused to be paid all other sums payable hereunder;
      and

     

    (C)  the
      Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel, each meeting the applicable requirements of Section
      10.01 hereof, each stating that all conditions precedent herein provided for
      relating to the satisfaction and discharge of this Indenture have been complied
      with and, if the Opinion of Counsel relates to a deposit made in connection
      with
      Section 4.10(A)(2)b. above, such opinion shall further be to the effect that
      such deposit will constitute an “in-substance defeasance” within the meaning of
      Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuing
      Entity will be the owner of the assets deposited in trust for federal income
      tax
      purposes.

     

    Section
      4.11  Application
      of Trust Money.  All monies deposited with the Securities
      Administrator pursuant to Section 4.10 hereof shall be held in trust and applied
      by it, in accordance with the provisions of the Notes and this Indenture, to
      the
      payment, either directly or through any paying agent or the certificate paying
      agent as designee of the Issuing Entity, as the Securities Administrator may
      determine, to the Holders of Securities, of all sums due and to become due
      thereon for principal and interest or otherwise; but such monies need not be
      segregated from other funds except to the extent required herein or required
      by
      law.

     

    Section
      4.12  [Reserved].

     

    Section
      4.13  Repayment
      of Monies Held by Securities Administrator.  In connection with
      the satisfaction and discharge of this Indenture with respect to the Notes,
      all
      monies then held by any Person other than the Securities Administrator under
      the
      provisions of this Indenture with respect to such Notes shall, upon demand
      of
      the Issuing Entity, be paid to the Securities Administrator to be held and
      applied according to Section 3.03 and thereupon such Person shall be released
      from all further liability with respect to such monies.

     

    Section
      4.14  Temporary
      Notes.  Pending the preparation of any Definitive Notes, the
      Issuing Entity may execute and upon its written direction, the Securities
      Administrator may authenticate and make available for delivery, temporary Notes
      that are printed, lithographed, typewritten, photocopied or otherwise produced,
      in any denomination, substantially of the tenor of the Definitive Notes in
      lieu
      of which they are issued and with such appropriate insertions, omissions,
      substitutions and other variations as the officers executing such Notes may
      determine, as evidenced by their execution of such Notes.

     

    If
      temporary Notes are issued, the Issuing Entity will cause Definitive Notes
      to be
      prepared without unreasonable delay. After the preparation of the Definitive
      Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
      surrender of the temporary Notes at the Corporate Trust Office of the Securities
      Administrator, without charge to the Holder. Upon surrender for cancellation
      of
      any one or more temporary Notes, the Issuing Entity shall execute and the
      Securities Administrator shall authenticate and make available for delivery,
      in
      exchange therefor, Definitive Notes of authorized denominations and of like
      tenor, class and aggregate principal amount. Until so exchanged, such temporary
      Notes shall in all respects be entitled to the same benefits under this
      Indenture as Definitive Notes.

     

    Section
      4.15  ERISA
      Treatment.

     

    No
      Note
      may be sold or transferred to a Person unless such Person certifies in the
      form
      of Exhibit E to this Agreement (which in the case of the Book-Entry Notes,
      such
      Person will be deemed to have made the representations contained in such
      certificates, respectively), which certification the Securities Administrator
      may rely upon without further inquiry or investigation, that:

     

     (i)           Such
      Person is neither (A) an employee benefit plan or other retirement arrangement,
      including individual retirement accounts and annuities, Keogh plans and
      collective investment funds and separate accounts in which such plans, accounts
      or arrangements are invested, including, without limitation, insurance company
      general accounts, that is subject to ERISA or Section 4975 of the Code (each,
      a
“Plan”), nor (B) any Person who is directly or indirectly purchasing such Note
      or interest therein on behalf of, as named fiduciary of, as trustee of, or
      with
“Plan Assets” (as defined under the DOL Regulation at 29 C.F.R. Section
      2510.3-101) of a Plan;

     

    (ii)           Except
      in the case of a Class X Note or Class B Note (A) such Person is a Plan or
      a
      Person purchasing such Note with Plan Assets and represents that, as of the
      date
      of the transfer, the Notes are rated investment grade or better, (B) such Person
      believes that the Notes are properly treated as indebtedness without substantial
      equity features for purposes of the DOL Regulations, and agrees to so treat
      the
      Notes, and (C) the acquisition and holding of the Note will not give rise to
      a
      non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code; or

     

    (iii)           Such
      Person has provided the Securities Administrator with an Opinion of Counsel,
      which Opinion of Counsel will not be at the expense of the Trust Estate, the
      Depositor, the Issuing Entity, the Owner Trustee, the Indenture Trustee or
      the
      Securities Administrator, which establishes to the satisfaction of the
      Securities Administrator that the purchase, holding and transfer of such Note
      or
      interest therein is permissible under applicable law, will not constitute or
      result in a non-exempt prohibited transaction under ERISA or Section 4975 of
      the
      Code and will not subject the Issuing Entity, the Owner Trustee, the Indenture
      Trustee, the Securities Administrator, the Depositor or the Indenture Trustee
      to
      any obligation in addition to those undertaken in the Indenture.

     

    Notwithstanding
      the foregoing, neither an Opinion of Counsel nor a certification will be
      required in connection with the initial transfer of any such Note by the
      Depositor to an Affiliate of the Depositor (in which case, the Depositor or
      any
      Affiliate thereof shall be deemed to have represented that such Affiliate is
      not
      a Plan or any Person investing “plan assets” of any Plan) and the Securities
      Administrator shall be entitled to conclusively rely upon a representation
      (which, upon the request of the Securities Administrator, shall be a written
      representation) from the Depositor of the status of such transferee as an
      Affiliate of the Depositor.

     

    ARTICLE
      V

     

    DEFAULT
      AND REMEDIES

     

    Section
      5.01  Events
      of Default.  The Issuing Entity shall deliver to the Indenture
      Trustee, within five days after learning of the occurrence of a Default, written
      notice in the form of an Officer’s Certificate of any event which with the
      giving of notice and the lapse of time would become an Event of Default under
      clause (ii), (iii) or (iv) of the definition of “Event of Default”, its status
      and what action the Issuing Entity is taking or proposes to take with respect
      thereto. The Indenture Trustee shall not be deemed to have knowledge of any
      Default or Event of Default unless a Responsible Officer has actual knowledge
      thereof or unless written notice of such Default or Event of Default is received
      by a Responsible Officer and such notice references the Notes, the Trust Estate
      or this Indenture.

     

    Section
      5.02  Acceleration
      of Maturity; Rescission and Annulment.  If an Event of Default
      should occur and be continuing, then and in every such case the Indenture
      Trustee at the written direction of the Holders of Notes representing not less
      than a majority of the aggregate Note Principal Balance of the Notes may declare
      the Notes to be immediately due and payable, by a notice in writing to the
      Issuing Entity (and to the Indenture Trustee if such notice is given by
      Noteholders), and upon any such declaration the unpaid Note Principal Balance
      of
      the Notes, together with accrued and unpaid interest thereon through the date
      of
      acceleration, shall become immediately due and payable.

     

    At
      any
      time after such declaration of acceleration of maturity with respect to an
      Event
      of Default has been made and before a judgment or decree for payment of the
      money due has been obtained by the Indenture Trustee as hereinafter in this
      Article V provided, Holders of the Notes representing not less than a majority
      of the aggregate Note Principal Balance of each Class of Notes, by written
      notice to the Issuing Entity and the Indenture Trustee, may, subject to Section
      5.12, waive the related Event of Default and rescind and annul such declaration
      and its consequences if:

     

    (i)  the
      Issuing Entity has paid or deposited with the Indenture Trustee or Securities
      Administrator a sum sufficient to pay:

     

    (A)  all
      payments of principal of and interest on the Notes and all other amounts that
      would then be due hereunder or under the Notes if the Event of Default giving
      rise to such acceleration had not occurred;

     

    (B)  all
      sums
      paid or advanced by the Indenture Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

     

    (ii)  all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    Section
      5.03  Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.

     

    (a)  The
      Issuing Entity covenants that if (i) default is made in the payment of any
      interest on any Note when the same becomes due and payable, and such default
      continues for a period of five days, or (ii) default is made in the payment
      of
      the principal of or any installment of the principal of any Note when the same
      becomes due and payable, the Issuing Entity shall, upon demand of the Indenture
      Trustee, acting at the direction of the Holders of a majority of the aggregate
      Note Principal Balances of the Notes, pay to the Securities Administrator,
      for
      the benefit of the Holders of Notes, the whole amount then due and payable
      on
      the Notes for principal and interest, with interest at the applicable Note
      Interest Rate upon the overdue principal, and in addition thereto such further
      amount as shall be sufficient to cover the costs and expenses of collection,
      including the reasonable compensation, expenses, disbursements and advances
      of
      the Indenture Trustee and its agents and counsel.

     

    (b)  In
      case
      the Issuing Entity shall fail forthwith to pay such amounts upon such demand,
      the Indenture Trustee, in its own name and as trustee of an express trust,
      subject to the provisions of Section 10.15 hereof, may institute a Proceeding
      for the collection of the sums so due and unpaid, and may prosecute such
      Proceeding to judgment or final decree, and may enforce the same against the
      Issuing Entity or other obligor upon the Notes and collect in the manner
      provided by law out of the property of the Issuing Entity or other obligor
      upon
      the Notes, wherever situated, the monies adjudged or decreed to be
      payable.

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee, subject to
      the
      provisions of Section 10.15 hereof, may, as more particularly provided in
      Section 5.04 hereof, in its discretion, proceed to protect and enforce its
      rights and the rights of the Noteholders by such appropriate Proceedings as
      directed in writing by the Holders of a majority of the aggregate Note Principal
      Balances of each Class of Notes, to protect and enforce any such rights, whether
      for the specific enforcement of any covenant or agreement in this Indenture
      or
      in aid of the exercise of any power granted herein, or to enforce any other
      proper remedy or legal or equitable right vested in the Indenture Trustee by
      this Indenture or by law.

     

    (d)  In
      case
      there shall be pending, relative to the Issuing Entity or any other obligor
      upon
      the Notes or any Person having or claiming an ownership interest in the Trust
      Estate, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuing Entity or its property or such other obligor
      or
      Person, or in case of any other comparable judicial Proceedings relative to
      the
      Issuing Entity or other obligor upon the Notes, or to the creditors or property
      of the Issuing Entity or such other obligor, the Indenture Trustee, as directed
      in writing by the Holders of a majority of the aggregate Note Principal Balances
      of each Class of Notes, irrespective of whether the principal of any Notes
      shall
      then be due and payable as therein expressed or by declaration or otherwise
      and
      irrespective of whether the Indenture Trustee shall have made any demand
      pursuant to the provisions of this Section, shall be entitled and empowered,
      by
      intervention in such Proceedings or otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal and interest
      owing
      and unpaid in respect of the Notes and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee (including any claim for reasonable compensation to the Indenture
      Trustee and each predecessor Indenture Trustee, and their respective agents,
      attorneys and counsel, and for reimbursement of all expenses and liabilities
      incurred, and all advances made, by the Indenture Trustee and each predecessor
      Indenture Trustee, except as a result of negligence, willful misconduct or
      bad
      faith) and of the Noteholders allowed in such Proceedings;

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the Holders
      of Notes in any election of a trustee, a standby trustee or Person performing
      similar functions in any such Proceedings;

     

    (iii)  to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders and of the Indenture Trustee on their behalf, and

     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Notes allowed in any judicial proceedings relative to the Issuing Entity, its
      creditors and its property;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Noteholders to make payments
      to
      the Securities Administrator, and, in the event that the Indenture Trustee
      shall
      consent to the making of payments directly to such Noteholders, to pay to the
      Indenture Trustee such amounts as shall be sufficient to cover reasonable
      compensation to the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents, attorneys and counsel, and all other expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and each
      predecessor Indenture Trustee.

     

    (e)  Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder any
      plan of reorganization, arrangement, adjustment or composition affecting the
      Notes or the rights of any Holder thereof or to authorize the Indenture Trustee
      to vote in respect of the claim of any Noteholder in any such proceeding except,
      as aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

     

    (f)  All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      Holders of the Notes, subject to Section 5.05 hereof.

     

    In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the Holders of the Notes, and it shall not be necessary to make any Noteholder
      a
      party to any such Proceedings.

     

    Section
      5.04  Remedies;
      Priorities.  (a)  If an Event of Default shall have
      occurred and be continuing and if an acceleration has been declared and not
      rescinded pursuant to Section 5.02 hereof, the Indenture Trustee, subject to
      the
      provisions of Section 10.15 hereof, may, and shall, at the written direction
      of
      the Holders of a majority of the aggregate Note Principal Balances of the Notes,
      do one or more of the following (subject to Section 5.05 hereof):

     

    (i)  institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained, and collect from the Issuing Entity and any other obligor upon such
      Notes monies adjudged due;

     

    (ii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Trust Estate;

     

    (iii)  exercise
      any remedies of a secured party under the UCC and take any other appropriate
      action to protect and enforce the rights and remedies of the Indenture Trustee
      and the Holders of the Notes; and

     

    (iv)  sell
      the
      Trust Estate or any portion thereof or rights or interest therein, at one or
      more public or private sales called and conducted in any manner permitted by
      law;

     

    provided,
      however, that the Indenture Trustee may not sell or otherwise liquidate the
      Trust Estate following an Event of Default, unless (A) the Indenture Trustee
      obtains the consent of the Holders of 100% of the aggregate Note Principal
      Balance of the Notes then outstanding, (B) the proceeds of such sale or
      liquidation distributable to the Holders of the Notes are sufficient to
      discharge in full all amounts then due and unpaid upon such Notes for principal
      and interest or (C) the Indenture Trustee determines that the Mortgage Loans
      will not continue to provide sufficient funds for the payment of principal
      of
      and interest on the applicable Notes as they would have become due if the Notes
      had not been declared due and payable, and the Indenture Trustee obtains the
      consent of the Holders of 66 2/3% of the aggregate Note Principal Balance of
      each Class of Notes then outstanding, voting separately.  In
      determining such sufficiency or insufficiency with respect to clause (B) and
      (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion
      (obtained at the expense of the Trust) of an Independent investment banking
      or
      accounting firm of national reputation as to the feasibility of such proposed
      action and as to the sufficiency of the Trust Estate for such purpose.
      Notwithstanding the foregoing, any Sale of the Trust Estate shall be made
      subject to the continued servicing of the Mortgage Loans by the Servicer (other
      than any Servicer as to which an Event of Servicer Termination has occurred
      and
      is continuing) as provided in the Sale and Servicing Agreement.

     

    (b)  If
      the
      Indenture Trustee or the Securities Administrator collects any money or property
      pursuant to this Article V, the Securities Administrator shall pay out the
      money
      or property in the following order:

     

      FIRST:
      to
      the Indenture Trustee, the Securities Administrator, Master Servicer, the Owner
      Trustee, the Custodians and the Servicers for amounts due and not previously
      paid pursuant to the Indenture and the other Basic Documents,

     

      SECOND:
      to the Noteholders, in the manner and priority set forth under Section 3.03
      of
      this Agreement, and

     

      THIRD:
      to
      the Securities Administrator for distribution to the holders of the
      Certificates.

     

    The
      Securities Administrator may fix a record date and Payment Date for any payment
      to Noteholders pursuant to this Section 5.04. At least 15 days before such
      record date, the Securities Administrator shall mail to each Noteholder a notice
      that states the record date, the Payment Date and the amount to be
      paid.

     

    Section
      5.05  Optional
      Preservation of the Trust Estate.  If the Notes have been declared
      to be due and payable under Section 5.02 following an Event of Default and
      such
      declaration and its consequences have not been rescinded and annulled, the
      Indenture Trustee may elect to take and maintain possession of the Trust Estate.
      It is the desire of the parties hereto and the Noteholders that there be at
      all
      times sufficient funds for the payment of principal of and interest on the
      Notes
      and other obligations of the Issuing Entity, and the Indenture Trustee shall
      take such desire into account when determining whether or not to take and
      maintain possession of the Trust Estate. In determining whether to take and
      maintain possession of the Trust Estate, the Indenture Trustee may, but need
      not, obtain and rely upon an opinion of an Independent investment banking or
      accounting firm of national reputation as to the feasibility of such proposed
      action and as to the sufficiency of the Trust Estate for such
      purpose.

     

    Section
      5.06  Limitation
      of Suits.  So long as the Majority Certificateholder owns 100% of
      the Securities, no Holder of any Note shall have any right to institute any
      Proceeding, judicial or otherwise, with respect to this Indenture, or for the
      appointment of a receiver or trustee, or for any other remedy
      hereunder.  No Holder of any Note shall have any right to institute
      any Proceeding, judicial or otherwise, with respect to this Indenture, or for
      the appointment of a receiver or trustee, or for any other remedy hereunder,
      unless and subject to the foregoing and the provisions of Section 10.15
      hereof:

     

    (i)  such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default;

     

    (ii)  the
      Holders of not less than 25% of the aggregate Note Principal Balance of the
      Notes have made a written request to the Indenture Trustee to institute such
      Proceeding in respect of such Event of Default in its own name as Indenture
      Trustee hereunder;

     

    (iii)  such
      Holder or Holders have offered to the Indenture Trustee reasonable indemnity
      against the costs, expenses and liabilities to be incurred in complying with
      such request;

     

    (iv)  the
      Indenture Trustee, for 60 days after its receipt of such notice of request
      and
      offer of indemnity, has failed to institute such Proceedings; and

     

    (v)  no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the Note
      Principal Balances of the Notes.

     

    It
      is
      understood and intended that no one or more Holders of Notes shall have any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Notes or to obtain or to seek to obtain priority or preference over any
      other
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided.

     

    No
      Holder
      of any Note shall have any right to institute any Proceeding, judicial or
      otherwise with respect to a TMP Trigger Event, with respect to the meeting
      of
      the conditions for a REMIC Conversion or with respect to a REMIC
      Conversion.

     

    Subject
      to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee
      shall receive conflicting or inconsistent requests and indemnity from two or
      more Holders of Notes, each representing less than a majority of the Note
      Principal Balances of the Notes, the Indenture Trustee shall take such action
      as
      requested by the Holders representing the highest amount (in the aggregate)
      of
      the Note Principal Balances, notwithstanding any other provisions of this
      Indenture.

     

    Section
      5.07  Unconditional
      Rights of Noteholders To Receive Principal and
      Interest.  Notwithstanding any other provisions in this Indenture,
      the Holder of any Note shall have the right, which is absolute and
      unconditional, to receive payment of the principal of and interest, if any,
      on
      such Note on or after the respective due dates thereof expressed in such Note
      or
      in this Indenture and to institute suit for the enforcement of any such payment,
      and such right shall not be impaired without the consent of such
      Holder.  Notwithstanding the foregoing, in the event of a REMIC
      Conversion, Holders of Notes shall receive in a mandatory exchange for such
      Notes, the corresponding classes of REMIC Class A Notes and REMIC Privately
      Offered Certificates, as further described in Section 8.06 hereof, whose
      principal and interest entitlements shall not be determined by this Indenture
      but rather by the provisions of the REMIC Class A Indenture and Pooling and
      Servicing Agreement, as applicable.

     

    Section
      5.08  Restoration
      of Rights and Remedies.  If the Indenture Trustee or any
      Noteholder has instituted any Proceeding to enforce any right or remedy under
      this Indenture and such Proceeding has been discontinued or abandoned for any
      reason or has been determined adversely to the Indenture Trustee or to such
      Noteholder, then and in every such case the Issuing Entity, the Indenture
      Trustee and the Noteholders shall, subject to any determination in such
      Proceeding, be restored severally and respectively to their former positions
      hereunder, and thereafter all rights and remedies of the Indenture Trustee
      and
      the Noteholders shall continue as though no such Proceeding had been
      instituted.

     

    Section
      5.09  Rights
      and Remedies Cumulative.  No right or remedy herein conferred upon
      or reserved to the Indenture Trustee or to the Noteholders is intended to be
      exclusive of any other right or remedy, and every right and remedy shall, to
      the
      extent permitted by law, be cumulative and in addition to every other right
      and
      remedy given hereunder or now or hereafter existing at law or in equity or
      otherwise. The assertion or employment of any right or remedy hereunder, or
      otherwise, shall not prevent the concurrent assertion or employment of any
      other
      appropriate right or remedy.

     

    Section
      5.10  Delay
      or Omission Not a Waiver.  No delay or omission of the Indenture
      Trustee or any Holder of any Note to exercise any right or remedy accruing
      upon
      any Event of Default shall impair any such right or remedy or constitute a
      waiver of any such Event of Default or an acquiescence therein. Every right
      and
      remedy given by this Article V or by law to the Indenture Trustee or to the
      Noteholders may be exercised from time to time, and as often as may be deemed
      expedient, by the Indenture Trustee or by the Noteholders, as the case may
      be.

     

    Section
      5.11  Control
      By Noteholders.  The Holders of a majority of the aggregate Note
      Principal Balances of Notes shall have the right to direct the time, method
      and
      place of conducting any Proceeding for any remedy available to the Indenture
      Trustee with respect to the Notes or exercising any trust or power conferred
      on
      the Indenture Trustee; provided that:

     

    (i)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)  any
      direction to the Indenture Trustee to sell or liquidate the Trust Estate shall
      be by Holders of Notes representing not less than 100% of the aggregate Note
      Principal Balance of the Notes or the Holders of 66 2/3% of the aggregate Note
      Principal Balance of each Class of Notes then outstanding, voting separately
      as
      set forth in Section 5.04(a) hereof; and

     

    (iii)  the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction of the Holders of Notes
      representing a majority of the Note Principal Balances of the
      Notes.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section 5.11 the Indenture Trustee
      need not take any action that it determines might involve it in
      liability.

     

    Section
      5.12  Waiver
      of Past Defaults.  Prior to the declaration of the acceleration of
      the maturity of the Notes as provided in Section 5.02 hereof, the Holders of
      Notes representing not less than a majority of the aggregate Note Principal
      Balance of each Class of Notes may waive any past Event of Default and its
      consequences except an Event of Default (a) with respect to payment of principal
      of or interest on any of the Notes, or (b) in respect of a covenant or provision
      hereof which cannot be modified or amended without the consent of the Holder
      of
      each Note.  In the case of any such waiver, the Issuing Entity, the
      Indenture Trustee and the Holders of the Notes shall be restored to their former
      positions and rights hereunder, respectively, but no such waiver shall extend
      to
      any subsequent or other Event of Default or impair any right consequent
      thereto.

     

    Upon
      any
      such waiver, any Event of Default arising therefrom shall be deemed to have
      been
      cured and not to have occurred for every purpose of this Indenture; but no
      such
      waiver shall extend to any subsequent or other Event of Default or impair any
      right consequent thereto.

     

    Section
      5.13  Undertaking
      for Costs.  All parties to this Indenture agree, and each Holder
      of any Note and each Beneficial Owner of any interest therein by such Holder’s
      or Beneficial Owner’s acceptance thereof shall be deemed to have agreed, that
      any court may in its discretion require, in any suit for the enforcement of
      any
      right or remedy under this Indenture, or in any suit against the Indenture
      Trustee for any action taken, suffered or omitted by it as Indenture Trustee,
      the filing by any party litigant in such suit of an undertaking to pay the
      costs
      of such suit, and that such court may in its discretion assess reasonable costs,
      including reasonable attorneys’ fees, against any party litigant in such suit,
      having due regard to the merits and good faith of the claims or defenses made
      by
      such party litigant; but the provisions of this Section 5.13 shall not apply
      to
      (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by
      any
      Noteholder, or group of Noteholders, in each case holding in the aggregate
      more
      than 10% of the Note Principal Balances of the Notes or (c) any suit instituted
      by any Noteholder for the enforcement of the payment of principal of or interest
      on any Note on or after the respective due dates expressed in such Note and
      in
      this Indenture.

     

    Section
      5.14  Waiver
      of Stay or Extension Laws.  The Issuing Entity covenants (to the
      extent that it may lawfully do so) that it will not at any time insist upon,
      or
      plead or in any manner whatsoever, claim or take the benefit or advantage of,
      any stay or extension law wherever enacted, now or at any time hereafter in
      force, that may affect the covenants or the performance of this Indenture;
      and
      the Issuing Entity (to the extent that it may lawfully do so) hereby expressly
      waives all benefit or advantage of any such law, and covenants that it shall
      not
      hinder, delay or impede the execution of any power herein granted to the
      Indenture Trustee, but will suffer and permit the execution of every such power
      as though no such law had been enacted.

     

    Section
      5.15  Sale
      of Trust Estate.  (a)  The power to effect any sale or
      other disposition (a “Sale”) of any portion of the Trust Estate pursuant to
      Section 5.04 hereof is expressly subject to the provisions of Sections 5.05
      and
      5.11(ii) hereof and this Section 5.15. The power to effect any such Sale shall
      not be exhausted by any one or more Sales as to any portion of the Trust Estate
      remaining unsold, but shall continue unimpaired until the entire Trust Estate
      shall have been sold or all amounts payable on the Notes and under this
      Indenture shall have been paid. The Indenture Trustee may from time to time
      postpone any public Sale by public announcement made at the time and place
      of
      such Sale. The Indenture Trustee hereby expressly waives its right to any amount
      fixed by law as compensation for any Sale.

     

    (b)  The
      Indenture Trustee shall not in any private Sale sell the Trust Estate, or any
      portion thereof, unless

     

    (1)  the
      Holders of all Notes consent to or direct the Indenture Trustee to make, such
      Sale, or

     

    (2)  the
      proceeds of such Sale would be not less than the entire amount which would
      be
      payable to the Noteholders under the Notes, in full payment thereof in
      accordance with Section 5.02 hereof, on the Payment Date next succeeding the
      date of such Sale, or

     

    (3)  the
      Indenture Trustee determines that the conditions for retention of the Trust
      Estate set forth in Section 5.05 hereof cannot be satisfied (in making any
      such
      determination, the Indenture Trustee may rely upon an opinion of an Independent
      investment banking firm obtained and delivered as provided in Section 5.05
      hereof), and the Holders of Notes representing at least 100% of the Note
      Principal Balances of the Notes consent to such Sale; or

     

    (4)  such
      Sale
      occurs following notice of a TMP Trigger Event in accordance with the terms
      and
      conditions described in Section 11.01 of this Indenture.

     

    The
      purchase by the Indenture Trustee of all or any portion of the Trust Estate
      at a
      private Sale shall not be deemed a Sale or other disposition thereof for
      purposes of this Section 5.15(b).

     

    (c)  Subject
      to this Section 5.15, unless the Holders representing at least 100% of the
      aggregate Note Principal Balance of the Notes or the Holders of 66 2/3% of
      the
      aggregate Note Principal Balance of each Class of Notes then outstanding, voting
      separately as set forth in Section 5.04(a) hereof, have otherwise consented
      or
      directed the Indenture Trustee, at any public Sale of all or any portion of
      the
      Trust Estate at which a minimum bid equal to or greater than the amount
      described in paragraph (2) of subsection (b) of this Section 5.15 has not been
      established by the Indenture Trustee and no Person bids an amount equal to
      or
      greater than such amount, the Indenture Trustee, as trustee for the benefit
      of
      the Holders of the Notes, shall bid an amount (which shall include the Indenture
      Trustee’s right, in its capacity as Indenture Trustee, to credit bid) at least
      $1.00 more than the highest other bid in order to preserve the Trust Estate
      on
      behalf of the Noteholders.

     

    (d)  In
      connection with a Sale of all or any portion of the Trust Estate,

     

    (1)  any
      Holder or Holders of Notes may bid for and purchase the property offered for
      sale, and upon compliance with the terms of sale may hold, retain and possess
      and dispose of such property, without further accountability, and may, in paying
      the purchase money therefor, deliver any Notes or claims for interest thereon
      in
      lieu of cash up to the amount which shall, upon distribution of the net proceeds
      of such sale, be payable thereon, and such Notes, in case the amounts so payable
      thereon shall be less than the amount due thereon, shall be returned to the
      Holders thereof after being appropriately stamped to show such partial
      payment;

     

    (2)  the
      Indenture Trustee may bid for and acquire the property offered for Sale in
      connection with any Sale thereof, and, subject to any requirements of, and
      to
      the extent permitted by, applicable law in connection therewith, may purchase
      all or any portion of the Trust Estate in a private sale, and, in lieu of paying
      cash therefor, may make settlement for the purchase price by crediting the
      gross
      Sale price against the sum of (A) the amount which would be distributable to
      the
      Holders of the Notes and Holders of Certificates on the Payment Date next
      succeeding the date of such Sale and (B) the expenses of the Sale and of any
      Proceedings in connection therewith which are reimbursable to it, without being
      required to produce the Notes in order to complete any such Sale or in order
      for
      the net Sale price to be credited against such Notes, and any property so
      acquired by the Indenture Trustee shall be held and dealt with by it in
      accordance with the provisions of this Indenture;

     

    (3)  the
      Indenture Trustee shall execute and deliver an appropriate instrument of
      conveyance, prepared by the Issuing Entity and satisfactory to the Indenture
      Trustee, transferring its interest in any portion of the Trust Estate in
      connection with a Sale thereof; and

     

    (4)  the
      Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact
      of the Issuing Entity to transfer and convey its interest in any portion of
      the
      Trust Estate in connection with a Sale thereof, and to take all action necessary
      to effect such Sale.

     

    (e)  So
      long
      as the Majority Certificateholder owns 100% of the Securities, the Majority
      Certificateholder shall not consent to any Sale of the Trust Estate as set
      forth
      herein other than a Sale following a TMP Trigger Event.

     

    Section
      5.16  Action
      on Notes.  The Indenture Trustee’s right to seek and recover
      judgment on the Notes or under this Indenture shall not be affected by the
      seeking, obtaining or application of any other relief under or with respect
      to
      this Indenture. Neither the lien of this Indenture nor any rights or remedies
      of
      the Indenture Trustee or the Noteholders shall be impaired by the recovery
      of
      any judgment by the Indenture Trustee against the Issuing Entity or by the
      levy
      of any execution under such judgment upon any portion of the Trust Estate or
      upon any of the assets of the Issuing Entity. Any money or property collected
      by
      the Indenture Trustee or the Securities Administrator shall be applied by the
      Securities Administrator in accordance with Section 5.04(b) hereof.

     

    ARTICLE
      VI

     

    THE
      INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    Section
      6.01  Duties
      of Indenture Trustee and Securities
      Administrator.  (a)  If an Event of Default has occurred
      and is continuing, the Indenture Trustee shall exercise the rights and powers
      vested in it by this Indenture and use the same degree of care and skill in
      their exercise as a prudent person would exercise or use under the circumstances
      in the conduct of such person’s own affairs.

     

    (b)  Except
      during the continuance of an Event of Default of which the Indenture Trustee
      has
      actual knowledge or has received written notice, in the case of the Indenture
      Trustee and, at any time, in the case of the Securities
      Administrator:

     

    (i)  the
      Indenture Trustee and the Securities Administrator undertakes to perform such
      duties and only such duties as are specifically set forth in this Indenture
      and
      the other Basic Documents to which it is a party and no implied covenants or
      obligations shall be read into this Indenture and the other Basic Documents
      against the Indenture Trustee or the Securities Administrator; and

     

    (ii)  in
      the
      absence of bad faith on its part, the Indenture Trustee and the Securities
      Administrator may conclusively rely, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon certificates, reports,
      documents, Issuer Requests or other instruments or opinions furnished to each
      of
      the Indenture Trustee and the Securities Administrator and conforming to the
      requirements of this Indenture or the other Basic Documents; however, the
      Indenture Trustee and the Securities Administrator shall examine the
      certificates, reports, documents, Issuer Requests or other instruments and
      opinions to determine whether or not they conform on their face to the
      requirements of this Indenture.

     

    (c)  The
      Indenture Trustee and the Securities Administrator may not be relieved from
      liability for each of its own negligent action, its own negligent failure to
      act
      or its own willful misconduct, except that:

     

    (i)  this
      paragraph does not limit the effect of paragraph (b) of this Section
      6.01;

     

    (ii)  neither
      the Indenture Trustee nor the Securities Administrator shall not be liable
      for
      any error of judgment made in good faith by a Responsible Officer unless it
      is
      proved that the Indenture Trustee or the Securities Administrator, as
      applicable, was negligent in ascertaining the pertinent facts; and

     

    (iii)  neither
      the Indenture Trustee nor the Securities Administrator shall be liable with
      respect to any action it takes or omits to take in good faith in accordance
      with
      a direction received by it from Noteholders, the Certificateholders or from
      the
      Issuing Entity, which they are entitled to give under the Basic
      Documents.

     

    (d)  The
      Indenture Trustee shall not be liable for interest on any money received by
      it
      except as set forth in the Basic Documents and as the Indenture Trustee may
      agree in writing with the Issuing Entity.

     

    (e)  Money
      held in trust by the Indenture Trustee need not be segregated from other trust
      funds except to the extent required by law or the terms of this Indenture or
      the
      Trust Agreement.

     

    (f)  No
      provision of this Indenture shall require the Indenture Trustee or the
      Securities Administrator 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 it shall have reasonable grounds
      to
      believe that repayment of such funds or indemnity satisfactory to it against
      such risk or liability is not reasonably assured to it.

     

    (g)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section.

     

    (h)  The
      Indenture Trustee shall not be deemed to have notice or knowledge of any Default
      or Event of Default unless a Responsible Officer of the Indenture Trustee has
      actual knowledge thereof or unless written notice of any such event that is
      in
      fact an Event of Default or Default is received by the Indenture Trustee at
      its
      Corporate Trust Office and such notice references the Notes or Certificates
      generally, the Issuing Entity, the Trust Estate or this Indenture.

     

    (i)  The
      Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, the Depositor or an affiliate of the Depositor unless the Securities
      Administrator is a bank or trust company organized under the laws of the United
      States or any state thereof, (ii) must be authorized to exercise corporate
      trust
      powers under the laws of its jurisdiction of organization, and (iii) must be
      rated at least “A/F1” by Fitch, if Fitch is a Rating Agency, or the equivalent
      rating by S&P or Moody’s.  If no successor Securities
      Administrator shall have been appointed and shall have accepted appointment
      within 60 days after the Securities Administrator ceases to be the Securities
      Administrator pursuant to Section 6.09, then the Indenture Trustee when acting
      as Securities Administrator shall perform the duties of the Securities
      Administrator pursuant to this Agreement.  The Indenture Trustee shall
      be entitled to all compensation, reimbursement of expenses and indemnifications
      that the Securities Administrator would have been entitled to if it had
      continued to act hereunder, provided, however, that the Indenture Trustee shall
      not be (i) liable for any acts or omissions of the Securities Administrator,
      or
      (ii) responsible for expenses of the Securities Administrator. The Indenture
      Trustee shall notify the Rating Agencies of any change of Securities
      Administrator.

     

    Section
      6.02  Rights
      of Indenture Trustee and Securities
      Administrator.  (a)  The Indenture Trustee and the
      Securities Administrator may rely on any document believed by it to be genuine
      and to have been signed or presented by the proper person. The Indenture Trustee
      and the Securities Administrator need not investigate any fact or matter stated
      in the document.

     

    (b)  Before
      the Indenture Trustee or the Securities Administrator acts or refrains from
      acting, it may require an Officer’s Certificate or an Opinion of Counsel.
      Neither the Indenture Trustee nor the Securities Administrator shall be liable
      for any action it takes or omits to take in good faith in reliance on and in
      accordance with an Officer’s Certificate or Opinion of Counsel.

     

    (c)  Neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      any
      action it takes or omits to take in good faith which it believes to be
      authorized or within its rights or powers.

     

    (d)  The
      Indenture Trustee or the Securities Administrator may consult with counsel,
      and
      the written advice or Opinion of Counsel (which shall not be at the expense
      of
      the Indenture Trustee or the Securities Administrator) with respect to legal
      matters relating to this Indenture, the other Basic Documents and the Notes
      shall be full and complete authorization and protection from liability in
      respect to any action taken, omitted or suffered by it hereunder in good faith
      and in accordance with the written advice or opinion of such
      counsel.

     

    (e)  For
      the
      limited purpose of effecting any action to be undertaken by each of the
      Indenture Trustee and the Securities Administrator, but not specifically as
      a
      duty of the Indenture Trustee or the Securities Administrator in the Indenture,
      each of the Indenture Trustee and the Securities Administrator may execute
      any
      of the trusts or powers hereunder or perform any duties hereunder, either
      directly or by or through agents, attorneys, custodians or nominees appointed
      with due care, and shall not be responsible for any willful misconduct or
      negligence on the part of any agent, attorney, custodian or nominee so
      appointed.

     

    (f)  The
      Securities Administrator or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Securities Administrator’s
      economic self-interest for (i) serving as investment adviser, administrator,
      shareholder servicing agent, custodian or sub-custodian with respect to certain
      of the Permitted Investments, (ii) using Affiliates to effect transactions
      in
      certain Permitted Investments and (iii) effecting transactions in certain
      Permitted Investments. Such compensation shall not be considered an amount
      that
      is reimbursable or payable to the Securities Administrator (i) as part of the
      compensation hereunder or (ii) out of Available Funds.

     

    (g)  Anything
      in this Indenture to the contrary notwithstanding, in no event shall the
      Indenture 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 Indenture Trustee or the Securities
      Administrator has been advised of the likelihood of such loss or damage and
      regardless of the form of action.

     

    (h)  None
      of
      the Securities Administrator, the Issuing Entity or the Indenture Trustee shall
      be responsible for the acts or omissions of the other, it being understood
      that
      this Indenture shall not be construed to render them partners, joint venturers
      or agents of one another.

     

    (i)  Neither
      the Indenture 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 indemnity reasonably satisfactory to it against such risk
      or
      liability is not reasonably assured to it, and none of the provisions contained
      in this Indenture shall in any event require the Indenture 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 the Wells
      Fargo Servicing Agreement, except during such time, if any, as the Indenture
      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 the
      Wells
      Fargo Servicing Agreement.

     

    (j)  Except
      for those actions that the Indenture Trustee or the Securities Administrator
      are
      required to take hereunder, neither the Indenture 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.

     

    (k)  Neither
      the Indenture Trustee nor the Securities Administrator shall be under any
      obligation to exercise any of the trusts or powers vested in it by this
      Indenture, other than its obligation to give notices pursuant to this Indenture,
      or to institute, conduct or defend any litigation hereunder or in relation
      hereto at the request, order or direction of any of the Noteholders pursuant
      to
      the provisions of this Indenture, unless such Noteholders shall have offered
      to
      the Indenture Trustee or the Securities Administrator, as applicable, reasonable
      security or indemnity against the costs, expenses and liabilities which may
      be
      incurred therein or thereby.  Nothing contained herein shall, however,
      relieve the Indenture Trustee of the obligation, upon the occurrence of an
      Event
      of Default of which a Responsible Officer of the Indenture Trustee has actual
      knowledge (which has not been cured or waived), to exercise such of the rights
      and powers vested in it by this Indenture 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.

     

    (l)  Neither
      the Indenture 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 Notes representing not less than 25% of the Note Principal
      Balance of the Notes and provided that the payment within a reasonable time
      to
      the Indenture 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 Indenture Trustee or the Securities
      Administrator, as applicable, reasonably assured to the Indenture Trustee by
      the
      security afforded to it by the terms of this Indenture. The Indenture 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 Noteholders requesting
      the investigation.

     

    (m)  Should
      the Indenture Trustee or the Securities Administrator deem the nature of any
      action required on its part to be unclear, the Indenture Trustee or the
      Securities Administrator, respectively, may require prior to such action that
      it
      be provided by the Depositor with reasonable further instructions.

     

    (n)  The
      right
      of the Indenture Trustee or the Securities Administrator to perform any
      discretionary act enumerated in this Indenture shall not be construed as a
      duty,
      and neither the Indenture Trustee nor the Securities Administrator shall be
      accountable for other than its negligence or willful misconduct in the
      performance of any such act.

     

    (o)  Neither
      the Indenture 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.

     

    (p)  Neither
      the Indenture 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 Seller pursuant to this
      Indenture or the Mortgage Loan Purchase Agreement, as applicable, or the
      eligibility of any Mortgage Loan for purposes of this Indenture.

     

    (q)  The
      Indenture Trustee shall not be deemed to have notice or actual knowledge of
      any
      Default or Event of Default unless actually known to a Responsible Officer
      of
      the Indenture Trustee or written notice thereof (making reference to this
      Indenture or the Notes) is received by the Indenture Trustee at the Corporate
      Trust Office.

     

    Section
      6.03  Individual
      Rights of Indenture Trustee.  The Indenture Trustee in its
      individual or any other capacity may become the owner or pledgee of Notes and
      may otherwise deal with the Issuing Entity or its Affiliates with the same
      rights it would have if it were not Indenture Trustee, subject to the
      requirements of the Trust Indenture Act. Any note registrar, co-registrar or
      co-paying agent may do the same with like rights. However, the Indenture Trustee
      must comply with Section 6.12 hereof.

     

    Section
      6.04  [Reserved].

     

    Section
      6.05  Indenture
      Trustee’s and Securities Administrator’s Disclaimer.  Neither the
      Indenture Trustee nor the Securities Administrator shall be responsible for
      and
      makes no representation as to the validity or adequacy of this Indenture, the
      Notes or any other Basic Document, it shall not be accountable for the Issuing
      Entity’s use of the proceeds from the Notes, and it shall not be responsible for
      any statement of the Issuing Entity in the Indenture or in any document issued
      in connection with the sale of the Notes or in the Notes other than the
      Securities Administrator’s certificate of authentication.

     

    Section
      6.06  Notice
      of Event of Default.  Subject to Section 5.01, the Indenture
      Trustee shall promptly mail to each Noteholder notice of the Event of Default
      after it is known to a Responsible Officer of the Indenture Trustee, unless
      such
      Event of Default shall have been waived or cured. Except in the case of an
      Event
      of Default in payment of principal of or interest on any Note, the Indenture
      Trustee may withhold the notice if and so long as a committee of its Responsible
      Officers in good faith determines that withholding the notice is in the best
      interests of Noteholders.

     

    Section
      6.07  Reports
      to Holders and Tax Administration.

     

    The
      Securities Administrator shall deliver to each Noteholder such information
      as
      may be required by the Internal Revenue Service or by federal or state law
      or
      rules or regulations to enable such holder to prepare its federal and state
      income tax returns.

     

    The
      Securities Administrator shall prepare and file (or cause to be prepared and
      filed), on behalf of the Owner Trustee, all tax returns (if any) and information
      reports and tax elections and such annual or other reports of the Issuing Entity
      as are necessary for preparation of tax returns and information reports, each
      as
      provided in Section 5.03 of the Trust Agreement, including without limitation
      Form 1099.  All tax returns and information reports shall be signed by
      the Owner Trustee, or to the extent permitted by law, the Securities
      Administrator, as provided in Section 5.03 of the Trust Agreement.

     

    Section
      6.08  Compensation.  An
      annual fee shall be paid to the Indenture Trustee by the Master Servicer
      pursuant to a separate agreement between the Indenture Trustee and the Master
      Servicer.  The fee of the Securities Administrator will also be paid
      by the Master Servicer.  In addition, the Indenture Trustee and the
      Securities Administrator will each be entitled to recover from the Payment
      Account pursuant to Section 4.03 of the Sale and Servicing Agreement all
      reasonable out-of-pocket expenses, disbursements and advances and the expenses
      of the Indenture Trustee and the Securities Administrator, respectively, in
      connection with any breach of this Indenture or any claim or legal action
      (including any pending or threatened claim or legal action) or otherwise
      incurred or made by the Indenture 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 own negligence
      or
      intentional misconduct or which is the responsibility of the Noteholders as
      provided herein.  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.  Additionally, each of the Indenture
      Trustee and the Securities Administrator (including in their individual
      capacity) and any director, officer, employee or agent of the Indenture Trustee
      or the Securities Administrator shall be indemnified by the Trust and held
      harmless against any loss, liability or expense (including reasonable attorney's
      fees and expenses) incurred in the administration of this Indenture (other
      than
      its ordinary out of pocket expenses incurred hereunder) or in connection with
      any claim or legal action relating to (a) the Basic Documents or (b) the Notes,
      other than any loss, liability or expense incurred by reason of its own
      negligence or intentional misconduct, or which is the responsibility of the
      Noteholders as provided herein.

     

    The
      Issuing Entity's payment obligations to the Indenture Trustee and Securities
      Administrator pursuant to this Section 6.08 shall survive the discharge of
      this
      Indenture and the termination or resignation of the Indenture Trustee or
      Securities Administrator.  When the Indenture Trustee or the
      Securities Administrator incurs expenses after the occurrence of an Event of
      Default with respect to the Issuing Entity, the expenses are intended to
      constitute expenses of administration under Title 11 of the United States Code
      or any other applicable federal or state bankruptcy, insolvency or similar
      law.

     

    Section
      6.09  Replacement
      of Indenture Trustee and the Securities Administrator.  No
      resignation or removal of the Indenture Trustee or the Securities Administrator
      and no appointment of a successor Indenture Trustee or a successor Securities
      Administrator shall become effective until the acceptance of appointment by
      the
      successor Indenture Trustee pursuant to this Section 6.09. The Indenture Trustee
      or the Securities Administrator may resign at any time by so notifying the
      Issuing Entity. In the event that the Indenture Trustee determines that a
      conflict of interest exists between the Holders of the Class A Notes and the
      Holders of any Class of Subordinate Notes, then the Indenture Trustee shall
      be
      entitled to resign as the indenture trustee for all Classes of Notes other
      than
      the Class A Notes.  In such event the Holders of a majority of Note
      Principal Balances of all of the Subordinate Notes shall designate a separate
      indenture trustee to represent their interests hereunder.  Holders of
      a majority of Note Principal Balances of each Class of Notes may remove the
      Indenture Trustee by so notifying the Indenture Trustee and may appoint a
      successor Indenture Trustee. The Issuing Entity shall remove the Indenture
      Trustee or the Securities Administrator, as applicable, if:

     

    (i)  the
      Indenture Trustee or the Securities Administrator fails to comply with or
      qualify pursuant to the provisions of Section 6.12 hereof;

     

    (ii)  the
      Indenture Trustee or the Securities Administrator is adjudged a bankrupt or
      insolvent;

     

    (iii)  a
      receiver or other public officer takes charge of the Indenture Trustee or the
      Securities Administrator or its property;

     

    (iv)  the
      Indenture Trustee or the Securities Administrator otherwise becomes incapable
      of
      acting; or

     

    (v)  the
      Master Servicer is terminated pursuant to Section 5.01 of the Wells Fargo
      Servicing Agreement.

     

    If
      the
      Indenture Trustee or the Securities Administrator resigns or is removed or
      if a
      vacancy exists in the office of the Indenture Trustee or the Securities
      Administrator for any reason (the Indenture Trustee or the Securities
      Administrator in such event being referred to herein as the retiring Indenture
      Trustee or the retiring Securities Administrator ), the Issuing Entity shall
      promptly appoint a successor Indenture Trustee or successor Securities
      Administrator.

     

    Each
      of a
      successor Indenture Trustee or successor Securities Administrator shall deliver
      a written acceptance of its appointment to the retiring Indenture Trustee or
      the
      retiring Securities Administrator, as applicable, and to the Issuing
      Entity.  Thereupon, the resignation or removal of the retiring
      Indenture Trustee or the retiring Securities Administrator shall become
      effective, and the successor Indenture Trustee or successor Securities
      Administrator shall have all the rights, powers and duties of the Indenture
      Trustee or the Securities Administrator, as applicable, under this
      Indenture.  The successor Indenture Trustee or successor Securities
      Administrator shall each mail a notice of its succession to
      Noteholders.  The retiring Indenture Trustee or the retiring
      Securities Administrator shall promptly transfer all property held by it as
      Indenture Trustee or Securities Administrator, as applicable, to the successor
      Indenture Trustee or successor Securities Administrator.

     

    If
      a
      successor Indenture Trustee or successor Securities Administrator does not
      take
      office within 60 days after the retiring Indenture Trustee or the retiring
      Securities Administrator, as applicable, resigns or is removed, the retiring
      Indenture Trustee or the retiring Securities Administrator, the Issuing Entity
      or the Holders of a majority of Note Principal Balances of the Notes may
      petition any court of competent jurisdiction for the appointment of a successor
      Indenture Trustee or successor Securities Administrator.

     

    Notwithstanding
      the replacement of the Indenture Trustee or the Securities Administrator
      pursuant to this Section, the Issuing Entity's obligations under Section 6.07
      shall continue for the benefit of the retiring Indenture Trustee or the retiring
      Securities Administrator.

     

    Section
      6.10  Successor
      Indenture Trustee and Securities Administrator by Merger.  If the
      Indenture Trustee or the Securities Administrator consolidates with, merges
      or
      converts into, or transfers all or substantially all of its corporate trust
      business or assets to, another corporation or banking association, the
      resulting, surviving or transferee corporation, without any further act, shall
      be the successor Indenture Trustee or successor Securities Administrator, as
      applicable; provided, that such corporation or banking association shall be
      otherwise qualified and eligible under Section 6.12 hereof. The Indenture
      Trustee and the Securities Administrator shall provide the Rating Agencies
      and
      the Issuing Entity with prior written notice, and the Noteholders with prompt
      written notice, of any such transaction.

     

    If
      at the
      time such successor or successors by merger, conversion or consolidation to
      the
      Securities Administrator shall succeed to the trusts created by this Indenture
      and any of the Notes shall have been authenticated but not delivered, any such
      successor to the Securities Administrator may adopt the certificate of
      authentication of any predecessor securities administrator and deliver such
      Notes so authenticated; and if at that time any of the Notes shall not have
      been
      authenticated, any successor to the Secuties Administrator may authenticate
      such
      Notes either in the name of any predecessor hereunder or in the name of the
      successor to the Securities Administrator.

     

    Section
      6.11  Appointment
      of Co-Indenture Trustee or Separate Indenture
      Trustee.  (a)  Notwithstanding any other provisions of
      this Indenture, at any time, for the purpose of meeting any legal requirement
      of
      any jurisdiction in which any part of the Trust Estate may at the time be
      located, the Indenture Trustee shall have the power and may execute and deliver
      all instruments to appoint one or more Persons to act as a co-trustee or
      co-trustees, or separate trustee or separate trustees, of all or any part of
      the
      Trust Estate, and to vest in such Person or Persons, in such capacity and for
      the benefit of the Noteholders, such title to the Trust Estate, or any part
      hereof, and, subject to the other provisions of this Section, such powers,
      duties, obligations, rights and trusts as the Indenture Trustee may consider
      necessary or desirable. No co-trustee or separate trustee hereunder shall be
      required to meet the terms of eligibility as a successor trustee under Section
      6.12 hereof.

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture 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 Estate
      or
      any portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Indenture Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Indenture 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 Indenture and the conditions
      of this Article VI. 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 Indenture Trustee or
      separately, as may be provided therein, subject to all the provisions of this
      Indenture, specifically including every provision of this Indenture relating
      to
      the conduct of, affecting the liability of, or affording protection to, the
      Indenture Trustee. Every such instrument shall be filed with the Indenture
      Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Indenture Trustee,
      its agent or attorney-in-fact with full power and authority, to the extent
      not
      prohibited by law, to do any lawful act under or in respect of this Indenture
      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
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    Section
      6.12  Eligibility;
      Disqualification.  The Indenture Trustee shall at all times be an
      entity that meets the requirements of Section 3(c)(3) under the Investment
      Company Act of 1940 applicable to a trustee, and shall have a combined capital
      and surplus of at least $50,000,000 as set forth in its most recent published
      annual report of condition and it or its parent shall have a long-term debt
      rating of Baa3 or better by Moody’s.

     

    Each
      of
      the Indenture Trustee and the Securities Administrator hereunder shall at all
      times be a corporation or an association organized and doing business under
      the
      laws of any state or the United States of America, authorized under such laws
      to
      exercise corporate trust powers, having a combined capital and surplus of at
      least $50,000,000 and subject to supervision or examination by federal or state
      authority. In case at any time the Indenture Trustee or the Securities
      Administrator shall cease to be eligible in accordance with the provisions
      of
      this Section, the Trustee or the Securities Administrator, as the case may
      be,
      shall resign immediately in the manner and with the effect specified in Section
      6.09 hereof.

     

    The
      Securities Administrator and any successor Securities Administrator (i) may
      not
      be an Originator, the Master Servicer, a subservicer, the Depositor or an
      affiliate of the Depositor unless the Securities Administrator is an
      institutional trust department, (ii) must be authorized to exercise corporate
      trust powers under the laws of its jurisdiction of organization, and (iii)
      must
      at all times be rated at least "A/F1" by Fitch if Fitch is a rating
      agency.

     

    The
      Indenture Trustee shall notify the Rating Agencies of any change of Securities
      Administrator. Any resignation or removal of the Indenture Trustee or the
      Securities Administrator and appointment of a successor trustee or trust
      administrator, as the case may be, pursuant to any of the provisions of this
      Section shall not become effective until acceptance of appointment by the
      successor indenture trustee or securities administrator as provided in Section
      6.09 hereof. Notwithstanding the foregoing, in the event the Securities
      Administrator advises the Indenture Trustee that it is unable to continue to
      perform its obligations pursuant to the terms of this Indenture prior to the
      appointment of a successor, the Indenture Trustee shall be obligated to perform
      such obligations until a new securities administrator is appointed. Such
      performance shall be without prejudice to any claim by a party hereto or
      beneficiary hereof resulting from the Securities Administrator's breach of
      its
      obligations hereunder. As compensation therefore, the Indenture Trustee shall
      be
      entitled to all fees the Securities Administrator would have been entitled
      to if
      it had continued to act hereunder.

     

    Section
      6.13  Representations
      and Warranties.  The Securities Administrator hereby represents
      that:

     

    (i)  The
      Securities Administrator is duly organized and validly existing as a national
      banking association in good standing under the laws of the United States with
      power and authority to own its properties and to conduct its business as such
      properties are currently owned and such business is presently
      conducted;

     

    (ii)  The
      Securities Administrator has the power and authority to execute and deliver
      this
      Indenture and to carry out its terms; and the execution, delivery and
      performance of this Indenture have been duly authorized by the Securities
      Administrator by all necessary corporate action;

     

    (iii)  The
      consummation of the transactions contemplated by this Indenture and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the articles of incorporation or bylaws of
      the
      Securities Administrator or any agreement or other instrument to which the
      Securities Administrator is a party or by which it is bound; and

     

    (iv)  To
      the
      Securities Administrator’s knowledge, there are no proceedings or investigations
      pending or threatened before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Securities
      Administrator or its properties: (A) asserting the invalidity of this Indenture,
      (B) seeking to prevent the consummation of any of the transactions contemplated
      by this Indenture or (C) seeking any determination or ruling that might
      materially and adversely affect the performance by the Securities Administrator
      of its obligations under, or the validity or enforceability of, this
      Indenture.

     

    Section
      6.14  Representations
      and Warranties.  The Indenture Trustee hereby represents
      that:

     

    (i)  The
      Indenture Trustee is duly organized and validly existing as a national banking
      association in good standing under the laws of the United States with power
      and
      authority to own its properties and to conduct its business as such properties
      are currently owned and such business is presently conducted;

     

    (ii)  The
      Indenture Trustee has the power and authority to execute and deliver this
      Indenture and to carry out its terms; and the execution, delivery and
      performance of this Indenture have been duly authorized by the Indenture Trustee
      by all necessary corporate action;

     

    (iii)  The
      consummation of the transactions contemplated by this Indenture and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under, the articles of incorporation or bylaws of
      the
      Indenture Trustee or any agreement or other instrument to which the Indenture
      Trustee is a party or by which it is bound; and

     

    (iv)  To
      the
      Indenture Trustee’s knowledge, there are no proceedings or investigations
      pending or threatened before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Indenture
      Trustee or its properties: (A) asserting the invalidity of this Indenture,
      (B)
      seeking to prevent the consummation of any of the transactions contemplated
      by
      this Indenture or (C) seeking any determination or ruling that might materially
      and adversely affect the performance by the Indenture Trustee of its obligations
      under, or the validity or enforceability of, this Indenture.

     

    Section
      6.15  Directions
      to Indenture Trustee and the Securities Administrator.

     

    (a)  the
      Indenture Trustee is hereby directed to accept the pledge of the Mortgage Loans
      and hold the assets of the Trust in trust for the Noteholders;

     

    (b)  the
      Securities Administrator is hereby directed to (i) authenticate and deliver
      the
      Notes substantially in the form prescribed by Exhibits A-1, A-2 and A-3 to
      this
      Indenture in accordance with the terms of this Indenture; and (ii) to take
      all
      other actions as shall be required to be taken by the Securities Administrator
      pursuant to the terms of this Indenture and the other Basic
      Documents.

     

    Section
      6.16  The
      Agents.  The provisions of this Indenture relating to the
      limitations of the Indenture Trustee’s liability and to its rights and
      protections shall inure also to the Securities Administrator.

     

    ARTICLE
      VII

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01  Issuing
      Entity To Furnish Securities Administrator and Indenture Trustee Names and
      Addresses of Noteholders.  The Issuing Entity will furnish or
      cause to be furnished to the Securities Administrator and the Indenture Trustee
      (a) not more than five days after each Record Date, a list, in such form as
      the
      Securities Administrator may reasonably require, of the names and addresses
      of
      the Holders of Notes as of such Record Date, and (b) at such other times as
      the
      Securities Administrator may request in writing, within 30 days after receipt
      by
      the Issuing Entity of any such request, a list of similar form and content
      as of
      a date not more than 10 days prior to the time such list is furnished; provided,
      however, that so long as the Securities Administrator is the Note Registrar,
      no
      such list shall be required to be furnished to the Securities
      Administrator.

     

    Section
      7.02  Preservation
      of Information; Communications to Noteholders.  (a)  The
      Securities Administrator shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Securities Administrator as provided in
      Section 7.01 hereof and the names and addresses of Holders of Notes received
      by
      the Securities Administrator. The Securities Administrator may destroy any
      list
      furnished to it as provided in such Section 7.01 upon receipt of a new list
      so
      furnished.

     

    (b)  Noteholders
      may communicate with other Noteholders with respect to their rights under this
      Indenture or under the Notes.

     

    Section
      7.03  Financial
      Information.  For so long as any of the Notes bearing a
      restrictive legend remains outstanding and is a “restricted security” within the
      meaning of Rule 144(a)(3) under the Securities Act, the Issuing Entity shall,
      during any period in which it is not subject to Section 13 or 15(d) of the
      Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under such
      Act, cause the Securities Administrator to make available to any Holder of
      any
      such Note in connection with any sale thereof and to any prospective purchaser
      of any such Note from such Holder, in each case upon request, the information
      specified in, and meeting the requirements of, Rule 144A(d)(4) under the
      Securities Act that is in the Securities Administrator’s possession or
      reasonably obtainable by it, if requested, from the Master Servicer (and to
      the
      extent such information is in the Master Servicer’s possession or is reasonably
      obtainable by it from the Servicer).

     

    Unless
      the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity
      shall end on December 31 of each year.

     

    Section
      7.04  Statements
      to Noteholders.  (a)  With respect to each Payment Date,
      the Securities Administrator shall make available via the Securities
      Administrator’s website, initially located at www.ctslink.com, to each
      Noteholder and each Certificateholder, the Depositor, the Issuing Entity, the
      Seller, the Owner Trustee, the Securities Administrator and the Rating Agencies,
      a statement setting forth the following information as to the Notes, to the
      extent applicable:

     

    (i)  the
      applicable Record Dates, accrual periods and Determination Dates for calculating
      payments and general Payment Dates;

     

    (ii)  with
      respect to each Loan Group, the total cashflows received and the general sources
      thereof;

     

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

     

    (iv)  the
      amount of the related distribution to holders of the Notes (by Class) allocable
      to principal, separately identifying (A) the aggregate amount of any Principal
      Prepayments included therein and (B) the aggregate of all scheduled payments
      of
      principal included therein;

     

    (v)  the
      Current Principal Balance of the Notes before and after giving effect to the
      distribution of principal and allocation of Realized Losses on such Payment
      Date;

     

    (vi)  with
      respect to each Loan Group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Payment Date, together with updated pool
      composition information;

     

    (vii)  the
      Note
      Interest Rates for each class of Notes for such Payment Date;

     

    (viii)  the
      amounts held in the Reserve Fund;

     

    (ix)  with
      respect to any mortgage loan that was liquidated during the preceding calendar
      month, the loan number and Scheduled Principal Balance of, and Realized Loss
      on,
      such mortgage loan as of the end of the prior calendar month;

     

    (x)  with
      respect to each Loan Group, the total number and principal balance of any real
      estate owned, or REO, properties as of the end of the prior calendar
      month;

     

    (xi)  with
      respect to each Loan Group, the cumulative Realized Losses through the end
      of
      the preceding month;

     

    (xii)  with
      respect to each Loan Group, the number and aggregate outstanding Scheduled
      Principal Balance of the mortgage loans, using the MBA method of calculation,
      that are, (1) 30 days delinquent, (2) 60 days delinquent and (3) 90 days or
      more
      delinquent, in each case as of the close of business on the last day of the
      calendar month preceding such Payment Date;

     

    (xiii)    
      with
      respect to each Loan Group and if applicable, material modifications, extensions
      or waivers to pool asset terms, fees, penalties or payments during the payment
      period or that have become material over time;  and

     

    (xiv)  with
      respect to each Loan Group and if applicable, the special hazard amount, fraud
      loss amount and bankruptcy amount, if applicable, as of the close of business
      on
      the applicable Payment Date.

     

    The
      Securities Administrator may conclusively rely upon the information provided
      by
      the Master Servicer to the Securities Administrator in its preparation of
      monthly statements to Noteholders.

     

    The
      Securities Administrator will make the monthly statements provided for in this
      section (and, at its option, any additional files containing the same
      information in an alternative format) available each month to Noteholders,
      each
      Noteholder and each Certificateholder, the Depositor, the Issuing Entity, the
      Seller, the Owner Trustee and the Rating Agencies via the Securities
      Administrator's website.  The Securities Administrator’s website shall
      initially be located at “www.ctslink.com.” Assistance in using the website can
      be obtained by calling the Securities Administrator’s customer service desk at
      (866) 846-4526.  Parties that are unable to use the website 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 may have the right to change the
      way the monthly statements are distributed in order to make such distribution
      more convenient and/or more accessible to the above parties and the Securities
      Administrator shall provide timely and adequate notification to all above
      parties regarding any such changes.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing the monthly statement, and may affix thereto
      any disclaimer it deems appropriate in its reasonable discretion (without
      suggesting liability on the part of any other party hereto).

     

     

    ARTICLE
      VIII

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01  Collection
      of Money.  Except as otherwise expressly provided herein, the
      Securities Administrator may demand payment or delivery of, and shall receive
      and collect, directly and without intervention or assistance of any fiscal
      agent
      or other intermediary, all money and other property payable to or receivable
      by
      the Securities Administrator pursuant to this Indenture. The Securities
      Administrator shall apply all such money received by it as provided in this
      Indenture. Except as otherwise expressly provided in this Indenture, if any
      default occurs in the making of any payment or performance under any agreement
      or instrument that is part of the Trust Estate, the Indenture Trustee may take
      such action as may be appropriate to enforce such payment or performance,
      including the institution and prosecution of appropriate Proceedings. Any such
      action shall be without prejudice to any right to claim a Default or Event
      of
      Default under this Indenture and any right to proceed thereafter as provided
      in
      Article V.

     

    Section
      8.02  Officer’s
      Certificate.  The Indenture Trustee and the Securities
      Administrator shall receive at least seven Business Days’ notice when requested
      by the Issuing Entity to take any action pursuant to Section 8.07 hereof,
      accompanied by copies of any instruments to be executed, and the Indenture
      Trustee shall also require, as a condition to such action, an Officer’s
      Certificate, in form and substance satisfactory to the Indenture Trustee,
      stating the legal effect of any such action, outlining the steps required to
      complete the same, and concluding that all conditions precedent to the taking
      of
      such action have been complied with.

     

    Section
      8.03  Termination
      Upon Distribution to Noteholders.  This Indenture and the
      respective obligations and responsibilities of the Issuing Entity, the
      Securities Administrator and the Indenture Trustee created hereby shall
      terminate upon the distribution to Noteholders, Certificateholders, the
      Securities Administrator and the Indenture Trustee of all amounts required
      to be
      distributed pursuant to Article III; provided, however, that in no event shall
      the trust created hereby continue beyond the expiration of 21 years from the
      death of the survivor of the descendants of Joseph P. Kennedy, the late
      ambassador of the United States to the Court of St. James, living on the date
      hereof.

     

    Section
      8.04  Termination
      Upon REMIC Conversion. Notwithstanding anything to the contrary herein, this
      Indenture and the respective obligations and responsibilities of the Issuer,
      the
      Securities Administrator and the Indenture Trustee created hereby shall
      terminate upon the surrender of Notes by the Holders thereof in exchange for
      the
      corresponding classes of REMIC Class A Notes and REMIC Privately Offered
      Certificates in connection with the REMIC Conversion pursuant to Section 8.06
      below and Article XI hereof and the discharge of this Indenture pursuant to
      Section 4.10 hereof.

     

    Section
      8.05  Release
      of Trust Estate.  (a)  Subject to the payment of its
      fees and expenses, the Indenture Trustee may, and when required by the
      provisions of this Indenture shall, execute instruments to release property
      from
      the lien of this Indenture, or convey the Indenture Trustee’s interest in the
      same, in a manner and under circumstances that are not inconsistent with the
      provisions of this Indenture, including for the purposes of any purchase of
      a
      Mortgage Loan by the Majority Certificateholder pursuant to Section 8.07 of
      this
      Indenture and for the purposes of consummating a REMIC Conversion.  No
      party relying upon an instrument executed by the Indenture Trustee as provided
      in Article VIII hereunder shall be bound to ascertain the Indenture Trustee’s
      authority, inquire into the satisfaction of any conditions precedent, or see
      to
      the application of any monies.

     

    (b)  The
      Indenture Trustee shall, at such time as (i) it is notified by the Securities
      Administrator that there are no Notes Outstanding and (ii) all sums then due
      and
      unpaid to the Indenture Trustee pursuant to this Indenture have been paid,
      release any remaining portion of the Trust Estate that secured the Notes from
      the lien of this Indenture.

     

    (c)  The
      Indenture Trustee shall release property from the lien of this Indenture
      pursuant to this Section 8.05 only upon receipt of a request from the Issuing
      Entity or in conjunction with a Sale or other transfer of such property required
      to occur in connection with a REMIC Conversion, as described in Section 11.01
      hereof.

     

    Section
      8.06  Surrender
      of Notes Upon Final Payment or Receipt of REMIC Securities. By acceptance of
      any Note, the Holder thereof agrees to surrender such Note to the Securities
      Administrator promptly prior to such Noteholder’s receipt of the final payment
      thereon or promptly upon receipt of the corresponding class of REMIC Class
      A
      Note or REMIC Privately Offered Certificate in connection with a REMIC
      Conversion as described in Article XI hereof.

     

    Section
      8.07  Optional
      Redemption of the Mortgage Loans.  (a)  The Majority
      Certificateholder shall have the option to purchase the assets of the Trust
      and
      thereby cause the redemption of the Notes, in whole, but not in part, on or
      after the Payment Date on which the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans as of the end of the prior Due Period is less than 10% of
      the Cut-off Date Balance.  The aggregate redemption price (the
“Redemption Price”) for the Notes will be equal to 100% of the aggregate
      outstanding Note Principal Balance of the Notes as of the Payment Date on which
      the proposed redemption will take place in accordance with the foregoing,
      together with accrued and unpaid interest thereon at the applicable Note
      Interest Rate through such Payment Date (including any related Net Interest
      Shortfall and Basis Risk Shortfall Carryover Amount), plus an amount sufficient
      to pay in full all amounts owing to the Indenture Trustee, the Master Servicer
      and the Securities Administrator, pursuant to any Basic Document (which amounts
      shall be specified in writing upon request of the Issuing Entity, the Indenture
      Trustee, the Master Servicer and the Securities Administrator, as
      applicable).

     

    (b)  In
      order
      to exercise the foregoing option, the Majority Certificateholder shall provide
      written notice of its exercise of such option to the Securities Administrator,
      the Issuing Entity, the Owner Trustee and the Master Servicer at least 15 days
      prior to its exercise. Following receipt of the notice, the Securities
      Administrator shall provide written notice to the Noteholders of the final
      payment on the Notes. In addition, the Majority Certificateholder shall, not
      less than one Business Day prior to the proposed Payment Date on which such
      redemption is to be made, deposit the Redemption Price specified in (a) above
      with the Securities Administrator, who shall deposit the Redemption Price into
      the Payment Account and shall, on the Payment Date after receipt of the funds,
      apply such funds to make final payments of principal and interest on the Notes
      in accordance with Section 3.03 hereof and payment to the Securities
      Administrator and the Master Servicer as set forth in (a) above, and this
      Indenture shall be discharged subject to the provisions of Section 4.10 hereof.
      If for any reason the amount deposited by the Majority Certificateholder is
      not
      sufficient to make such redemption or such redemption cannot be completed for
      any reason, (a) the amount so deposited by the Majority Certificateholder with
      the Securities Administrator shall be immediately returned to the Majority
      Certificateholder in full and shall not be used for any other purpose or be
      deemed to be part of the Trust Estate and (b) the Note Principal Balance of
      the
      Notes shall continue to bear interest at the related Note Interest
      Rate.

     

    ARTICLE
      IX

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01  Supplemental
      Indentures Without Consent of Noteholders.  (a)  Without
      the consent of the Holders of any Notes but with prior notice to the Rating
      Agencies, the Issuing Entity, the Indenture Trustee and the Securities
      Administrator, when authorized by an Issuer Request, at any time and from time
      to time, may enter into one or more indentures supplemental hereto, in form
      satisfactory to the Indenture Trustee and the Securities Administrator, for
      any
      of the following purposes:

     

    (i)  to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)  to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuing Entity, and the assumption by any such successor
      of the covenants of the Issuing Entity herein and in the Notes
      contained;

     

    (iii)  to
      add to
      the covenants of the Issuing Entity, for the benefit of the Holders of the
      Notes, or to surrender any right or power herein conferred upon the Issuing
      Entity;

     

    (iv)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)  to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture that may be inconsistent with any other provision herein,
      in the Prospectus Supplement or in any supplemental indenture;

     

    (vi)  to
      revise
      any provisions to reflect the obligations of the parties to this Agreement
      as
      they relate to Regulation AB,

     

    (vii)  to
      make
      any other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, that such action shall
      not
      materially and adversely affect the interests of the Holders of the Notes;
      provided further, that such supplemental indenture will be deemed to not
      materially and adversely affect the interests of the Holders of the Notes if
      a
      Rating Confirmation is received with respect to such supplemental
      indenture;

     

    (viii)  to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article VI hereof;

     

    (ix)  to
      reduce
      the rating requirements in clause (i) of the definition of Eligible Accounts
      in
      Appendix A to this Indenture; or

     

    (x)  to
      modify, eliminate or add to the provisions hereof to such extent as shall be
      necessary to effect, facilitate or reinforce a REMIC Conversion and all
      activities related thereto or required therefor;

     

    provided,
      however, that no such indenture supplements shall be entered into unless
      the Indenture Trustee and the Securities Administrator shall have received
      (A)
      an Opinion of Counsel  not at the expense of the Indenture Trustee or
      the Securities Administrator as to the enforceability of any such indenture
      supplement and to the effect that (i) such indenture supplement is permitted
      hereunder and such indenture supplement will not materially and adversely affect
      the Holders of the Notes (other than in the case of clause (viii) above) and
      (ii) entering into such indenture supplement will not result in a “significant
      modification” of the Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class
      III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes and any other
      Classes of Notes with respect to which a "will be debt" opinion has been
      rendered by nationally recognized tax counsel and furnished to the Securities
      Administrator under Treasury Regulation Section 1.1001-3 (other than in the
      case
      of clause (x) above) or adversely affect the indebtedness status of such Notes
      or (B) the Depositor obtains a letter from each Rating Agency stating that
      such
      supplemental indenture would not result in the downgrading or withdrawal of
      the
      respective ratings then assigned to the Notes.

    


    The
      Indenture Trustee and the Securities Administrator are hereby authorized to
      join
      in the execution of any such supplemental indenture and to make any further
      appropriate agreements and stipulations that may be therein
      contained.

     

    (b)  The
      Issuing Entity, the Securities Administrator and the Indenture Trustee, when
      authorized by an Issuer Request, in the case of the Securities Administrator
      and
      the Indenture Trustee may, also without the consent of any of the Holders of
      the
      Notes and prior notice to the Rating Agencies, enter into an indenture or
      indentures supplemental hereto for the purpose of adding any provisions to,
      or
      changing in any manner or eliminating any of the provisions of, this Indenture
      or of modifying in any manner the rights of the Holders of the Notes under
      this
      Indenture; provided, however, that such action as evidenced by an Opinion of
      Counsel addressed to the Indenture Trustee, the Securities Administrator and
      the
      Owner Trustee, (i) is permitted by this Indenture, (ii) shall not adversely
      affect in any material respect the interests of any Noteholder (in lieu of
      this
      opinion, the Depositor may obtain a letter from each Rating Agency stating
      that
      such supplemental indenture would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Notes) and (iii) shall not cause
      the
      Issuing Entity to be subject to an entity level tax for federal income tax
      purposes.

     

    Section
      9.02  Supplemental
      Indentures With Consent of Noteholders.  The Issuing Entity, the
      Securities Administrator and the Indenture Trustee, when authorized by an Issuer
      Request in the case of the Securities Administrator and the Indenture Trustee,
      also may, with prior notice to the Rating Agencies and, with the consent Holders
      of not less than a majority of the Note Principal Balance of each Class of
      Notes
      affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders
      delivered to the Issuing Entity, the Securities Administrator and the Indenture
      Trustee, enter into an indenture or indentures supplemental hereto for the
      purpose of adding any provisions to, or changing in any manner or eliminating
      any of the provisions of, this Indenture or of modifying in any manner the
      rights of the Holders of the Notes under this Indenture; provided, however,
      that
      no such supplemental indenture shall, without the consent of the Holder of
      each
      Note affected thereby:

     

    (i)  change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof or the interest rate thereon, change
      the
      provisions of this Indenture relating to the application of collections on,
      or
      the proceeds of the sale of, the Trust Estate and to payment of principal of
      or
      interest on the Notes, or change any place of payment where, or the coin or
      currency in which, any Note or the interest thereon is payable, or impair the
      right to institute suit for the enforcement of the provisions of this Indenture
      requiring the application of funds available therefor, as provided in Article
      V,
      to the payment of any such amount due on the Notes on or after the respective
      due dates thereof;

     

    (ii)  reduce
      the percentage of the Note Principal Balances of the Notes, or any Class of
      Notes, the consent of the Holders of which is required for any such supplemental
      indenture, or the consent of the Holders of which is required for any waiver
      of
      compliance with certain provisions of this Indenture or certain defaults
      hereunder and their consequences provided for in this Indenture;

     

    (iii)  modify
      or
      alter the provisions of the proviso to the definition of the term “Outstanding”
or modify or alter the exception in the definition of the term
“Holder”;

     

    (iv)  reduce
      the percentage of the Note Principal Balances of the Notes, or any Class of
      Notes, required to direct the Indenture Trustee to direct the Issuing Entity
      to
      sell or liquidate the Trust Estate pursuant to Section 5.04 hereof;

     

    (v)  modify
      any provision of this Section 9.02 except to increase any percentage specified
      herein or to provide that certain additional provisions of this Indenture or
      the
      Basic Documents cannot be modified or waived without the consent of the Holder
      of each Note affected thereby;

     

    (vi)  modify
      any of the provisions of this Indenture in such manner as to affect the
      calculation of the amount of any payment of interest or principal due on any
      Note on any Payment Date (including the calculation of any of the individual
      components of such calculation); or

     

    (vii)  permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Trust Estate or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Note of the
      security provided by the lien of this Indenture;

     

    and
      provided, further, that such action shall not, as evidenced by an
      Opinion of Counsel addressed to the Indenture Trustee, the Securities
      Administrator and the Owner Trustee, cause the Issuing Entity to be subject
      to
      an entity level tax for federal income tax purposes.

     

    Any
      such
      action shall not adversely affect in any material respect the interest of any
      Holder (other than a Holder who shall consent to such supplemental indenture)
      as
      evidenced by an Opinion of Counsel (provided by the Person requesting such
      supplemental indenture) delivered to the Indenture Trustee and the Securities
      Administrator.

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section 9.02 to approve
      the particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuing Entity, the Securities Administrator and
      the
      Indenture Trustee of any supplemental indenture pursuant to this Section 9.02,
      the Securities Administrator shall mail to the Holders of the Notes to which
      such amendment or supplemental indenture relates a notice setting forth in
      general terms the substance of such supplemental indenture. Any failure of
      the
      Securities Administrator to mail such notice, or any defect therein, shall
      not,
      however, in any way impair or affect the validity of any such supplemental
      indenture.

     

    Section
      9.03  Execution
      of Supplemental Indentures.  In executing, or permitting the
      additional trusts created by, any supplemental indenture permitted by this
      Article IX or the modification thereby of the trusts created by this Indenture,
      the Indenture Trustee and the Securities Administrator shall be entitled to
      receive, and subject to Sections 6.01 and 6.02 hereof, shall be fully protected
      in relying upon, an Opinion of Counsel not at the expense of the Indenture
      Trustee or the Securities Administrator stating that the execution of such
      supplemental indenture is authorized or permitted by this Indenture. The
      Indenture Trustee and the Securities Administrator each may, but shall not
      be
      obligated to, enter into any such supplemental indenture that affects the
      Indenture Trustee’s or the Securities Administrator’s own rights, duties,
      liabilities or immunities under this Indenture or otherwise.

     

    Section
      9.04  Effect
      of Supplemental Indenture.  Upon the execution of any supplemental
      indenture pursuant to the provisions hereof, this Indenture shall be and shall
      be deemed to be modified and amended in accordance therewith with respect to
      the
      Notes affected thereby, and the respective rights, limitations of rights,
      obligations, duties, liabilities and immunities under this Indenture of the
      Indenture Trustee, the Securities Administrator, the Issuing Entity and the
      Holders of the Notes shall thereafter be determined, exercised and enforced
      hereunder subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of any such supplemental indenture shall be and be
      deemed to be part of the terms and conditions of this Indenture for any and
      all
      purposes.

     

    Section
      9.05  Conformity
      with Trust Indenture Act.  Every amendment of this Indenture and
      every supplemental indenture executed pursuant to this Article IX shall conform
      to the requirements of the Trust Indenture Act as then in effect so long as
      this
      Indenture shall then be qualified under the Trust Indenture Act.

     

    Section
      9.06  Reference
      in Notes to Supplemental Indentures.  Notes authenticated and
      delivered after the execution of any supplemental indenture pursuant to this
      Article IX may, and if required by the Securities Administrator shall, bear
      a
      notation in form approved by the Securities Administrator as to any matter
      provided for in such supplemental indenture. If the Issuing Entity or the
      Securities Administrator shall so determine, new Notes so modified as to
      conform, in the opinion of the Securities Administrator and the Issuing Entity,
      to any such supplemental indenture may be prepared and executed by the Issuing
      Entity and authenticated and delivered by the Securities Administrator in
      exchange for Outstanding Notes.

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01  Compliance
      Certificates and Opinions, etc.  (a)  Upon any
      application or request by the Issuing Entity to the Indenture Trustee or the
      Securities Administrator to take any action under any provision of this
      Indenture, the Issuing Entity shall furnish to the Indenture Trustee and the
      Securities Administrator (i) an Officer’s Certificate stating that all
      conditions precedent, if any, provided for in this Indenture relating to the
      proposed action have been complied with and (ii) an Opinion of Counsel stating
      that in the opinion of such counsel all such conditions precedent, if any,
      have
      been complied with, except that, in the case of any such application or request
      as to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (1)  a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (2)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (3)  a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with;

     

    (4)  a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with; and

     

    (5)  if
      the
      signatory of such certificate or opinion is required to be Independent, the
      statement required by the definition of the term “Independent”.

     

    (b)  (i)
      Prior
      to the deposit of any Collateral or other property or securities with the
      Indenture Trustee that is to be made the basis for the release of any property
      or securities subject to the lien of this Indenture, the Issuing Entity shall,
      in addition to any obligation imposed in Section 10.01 (a) or elsewhere in
      this
      Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
      or stating the opinion of each person signing such certificate as to the fair
      value (within 90 days prior to such deposit) to the Issuing Entity of the
      Collateral or other property or securities to be so deposited and a report
      from
      a nationally recognized accounting firm verifying such value.

     

    (ii)  Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (i) above, the Issuing Entity shall also deliver
      to
      the Indenture Trustee an Independent Certificate from a nationally recognized
      accounting firm as to the same matters, if the fair value of the securities
      to
      be so deposited and of all other such securities made the basis of any such
      withdrawal or release since the commencement of the then current fiscal year
      of
      the Issuing Entity, as set forth in the certificates delivered pursuant to
      clause (i) above and this clause (ii), is 10% or more of the Note Principal
      Balances of the Notes, but such a certificate need not be furnished with respect
      to any securities so deposited, if the fair value thereof as set forth in the
      related Officer’s Certificate is less than $25,000 or less than one percent of
      the then outstanding Note Principal Balances of the Notes.

     

    (iii)  Whenever
      any property or securities are to be released from the lien of this Indenture,
      the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of each person signing such
      certificate as to the fair value (within 90 days prior to such release) of
      the
      property or securities proposed to be released and stating that in the opinion
      of such person the proposed release will not impair the security under this
      Indenture in contravention of the provisions hereof.

     

    (iv)  Whenever
      the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
      Certificate certifying or stating the opinion of any signer thereof as to the
      matters described in clause (iii) above, the Issuing Entity shall also furnish
      to the Indenture Trustee an Independent Certificate as to the same matters
      if
      the fair value of the property or securities and of all other property or
      securities released from the lien of this Indenture since the commencement
      of
      the then-current calendar year, as set forth in the certificates required by
      clause (iii) above and this clause (iv), equals 10% or more of the Note
      Principal Balances of the Notes, but such certificate need not be furnished
      in
      the case of any release of property or securities if the fair value thereof
      as
      set forth in the related Officer’s Certificate is less than $25,000 or less than
      one percent of the then outstanding Note Principal Balances of the
      Notes.

     

    Section
      10.02  Form
      of Documents Delivered to Indenture Trustee or the Securities
      Administrator.  In any case where several matters are required to
      be certified by, or covered by an opinion of, any specified Person, it is not
      necessary that all such matters be certified by, or covered by the opinion
      of,
      only one such Person, or that they be so certified or covered by only one
      document, but one such Person may certify or give an opinion with respect to
      some matters and one or more other such Persons as to other matters, and any
      such Person may certify or give an opinion as to such matters in one or several
      documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuing Entity may be
      based, insofar as it relates to legal matters, upon a certificate or opinion
      of,
      or representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his certificate or opinion is based
      are
      erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
      may be based, insofar as it relates to factual matters, upon a certificate
      or
      opinion of, or representations by, an officer or officers of the Seller or
      the
      Issuing Entity, stating that the information with respect to such factual
      matters is in the possession of the Seller or the Issuing Entity, unless such
      counsel knows, or in the exercise of reasonable care should know, that the
      certificate or opinion or representations with respect to such matters are
      erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuing Entity shall deliver
      any document as a condition of the granting of such application, or as evidence
      of the Issuing Entity’s compliance with any term hereof, it is intended that the
      truth and accuracy, at the time of the granting of such application or at the
      effective date of such certificate or report (as the case may be), of the facts
      and opinions stated in such document shall in such case be conditions precedent
      to the right of the Issuing Entity to have such application granted or to the
      sufficiency of such certificate or report. The foregoing shall not, however,
      be
      construed to affect the Indenture Trustee’s right to rely upon the truth and
      accuracy of any statement or opinion contained in any such document as provided
      in Article VI.

     

    Section
      10.03  Acts
      of Noteholders.  (a)  Any request, demand,
      authorization, direction, notice, consent, waiver or other action provided
      by
      this Indenture to be given or taken by Noteholders may be embodied in and
      evidenced by one or more instruments of substantially similar tenor signed
      by
      such Noteholders in person or by agents duly appointed in writing; and except
      as
      herein otherwise expressly provided, such action shall become effective when
      such instrument or instruments are delivered to the Indenture Trustee, and,
      where it is hereby expressly required, to the Issuing Entity. Such instrument
      or
      instruments (and the action embodied therein and evidenced thereby) are herein
      sometimes referred to as the “Act” of the Noteholders signing such instrument or
      instruments. Proof of execution of any such instrument or of a writing
      appointing any such agent shall be sufficient for any purpose of this Indenture
      and (subject to Section 6.01 hereof) conclusive in favor of the Indenture
      Trustee and the Issuing Entity, if made in the manner provided in this Section
      10.03 hereof.

     

    (b)  The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c)  The
      ownership of Notes shall be proved by the Note Register.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Notes shall bind the Holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee, the Securities Administrator or the Issuing Entity in reliance thereon,
      whether or not notation of such action is made upon such Note.

     

    Section
      10.04  Notices
      etc., to Indenture Trustee Issuing Entity, Securities Administrator and Rating
      Agencies.  Any request, demand, authorization, direction, notice,
      consent, waiver or Act of Noteholders or other documents provided or permitted
      by this Indenture shall be in writing and if such request, demand,
      authorization, direction, notice, consent, waiver or act of Noteholders is
      to be
      made upon, given or furnished to or filed with:

     

    (i)  the
      Indenture Trustee by any Noteholder, by the Securities Administrator or by
      the
      Issuing Entity shall be sufficient for every purpose hereunder if made, given,
      furnished or filed in writing to or with the Indenture Trustee at the Corporate
      Trust Office. The Indenture Trustee shall promptly transmit any notice received
      by it from the Noteholders to the Issuing Entity;

     

    (ii)  the
      Securities Administrator by any Noteholder, by the Indenture Trustee or by
      the
      Issuing Entity shall be sufficient for every purpose hereunder if made, given,
      furnished or filed in writing to or with the Securities Administrator at Wells
      Fargo Bank, N.A., P.O. Box 98, Columbia Maryland 21046 (or, in the case of
      overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), Attn:
      Bear Stearns ARM Trust 2007-2, or such other address as may hereafter be
      furnished to the other parties hereto in writing. The Securities Administrator
      shall promptly transmit any notice received by it from the Noteholders to the
      Issuing Entity; or

     

    (iii)  the
      Issuing Entity by the Indenture Trustee, the Securities Administrator or by
      any
      Noteholder shall be sufficient for every purpose hereunder if made, given,
      furnished or filed in writing and mailed first-class, postage prepaid to the
      Issuing Entity addressed to: Bear Stearns ARM 2007-2, in care of Wilmington
      Trust Company, Rodney Square North 1100 North Market Street, Wilmington,
      Delaware  19890-0001; Attention: Corporate Trust Services, or at any
      other address previously furnished in writing to the Indenture Trustee by the
      Issuing Entity. The Issuing Entity shall promptly transmit any notice received
      by it from the Noteholders to the Indenture Trustee.

     

    Notices
      required to be given to the Rating Agencies by the Issuing Entity, the Indenture
      Trustee, the Securities Administrator or the Owner Trustee shall be in writing,
      mailed first-class postage pre-paid: in the case of Moody’s, to Moody’s, at the
      following address: Moody's Investors Service, Inc., 99 Church Street, New York,
      New York 10007; in the case of Fitch, One State Street Plaza - 32nd Floor,
      New
      York, New York 10004, in the case of Standard & Poor’s, 55 Water Street,
      41st Floor, New York, New York 10041; or as to each of the foregoing, at such
      other address as shall be designated by written notice to the other
      parties.

     

    Section
      10.05  Notices
      to Noteholders; Waiver.  Where this Indenture provides for notice
      to Noteholders of any event, such notice shall be sufficiently given (unless
      otherwise herein expressly provided) if made, given, furnished or filed in
      writing and mailed, first-class, postage prepaid to each Noteholder affected
      by
      such event, at such Person’s address as it appears on the Note Register, not
      later than the latest date, and not earlier than the earliest date, prescribed
      for the giving of such notice. In any case where notice to Noteholders is given
      by mail, neither the failure to mail such notice nor any defect in any notice
      so
      mailed to any particular Noteholder shall affect the sufficiency of such notice
      with respect to other Noteholders, and any notice that is mailed in the manner
      herein provided shall conclusively be presumed to have been duly given
      regardless of whether such notice is in fact actually received.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Noteholders shall be filed with the Indenture Trustee but such filing
      shall not be a condition precedent to the validity of any action taken in
      reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to Noteholders when such notice is required to be given pursuant to any
      provision of this Indenture, then any manner of giving such notice as shall
      be
      satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
      of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute an Event of Default.

     

    Section
      10.06  Conflict
      with Trust Indenture Act.  If any provision hereof limits,
      qualifies or conflicts with another provision hereof that is required to be
      included in this Indenture by any of the provisions of the Trust Indenture
      Act,
      such required provision shall control.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any Person (including
      the provisions automatically deemed included herein unless expressly excluded
      by
      this Indenture) are a part of and govern this Indenture, whether or not
      physically contained herein.

     

    Section
      10.07  Effect
      of Headings.  The Article and Section headings herein are for
      convenience only and shall not affect the construction hereof.

     

    Section
      10.08  Successors
      and Assigns.  All covenants and agreements in this Indenture and
      the Notes by the Issuing Entity shall bind its successors and assigns, whether
      so expressed or not. All agreements of the Indenture Trustee in this Indenture
      shall bind its successors, co-trustees and agents.

     

    Section
      10.09  Separability.  In
      case any provision in this Indenture or in the Notes shall be invalid, illegal
      or unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      10.10  Legal
      Holidays.  In any case where the date on which any payment is due
      shall not be a Business Day, then (notwithstanding any other provision of the
      Notes or this Indenture) payment need not be made on such date, but may be
      made
      on the next succeeding Business Day with the same force and effect as if made
      on
      the date on which nominally due, and no interest shall accrue for the period
      from and after any such nominal date.

     

    Section
      10.11  GOVERNING
      LAW.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
      PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
      OBLIGATIONS LAWS, WHICH SHALL APPLY HERETO), AND THE OBLIGATIONS, RIGHTS AND
      REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      10.12  Counterparts.  This
      Indenture may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    Section
      10.13  Recording
      of Indenture.  If this Indenture is subject to recording in any
      appropriate public recording offices, such recording is to be effected by the
      Issuing Entity and at its expense accompanied by an Opinion of Counsel at its
      expense (which may be counsel to the Indenture Trustee or any other counsel
      reasonably acceptable to the Indenture Trustee) to the effect that such
      recording is necessary either for the protection of the Noteholders or any
      other
      Person secured hereunder or for the enforcement of any right or remedy granted
      to the Indenture Trustee under this Indenture.

     

    Section
      10.14  Issuing
      Entity Obligation.  No recourse may be taken, directly or
      indirectly, with respect to the obligations of the Issuing Entity, the Owner
      Trustee or the Securities Administrator on the Notes or under this Indenture
      or
      any certificate or other writing delivered in connection herewith or therewith,
      against (i) the Indenture Trustee or the Owner Trustee in its individual
      capacity, (ii) any owner of a beneficial interest in the Issuing Entity or
      (iii)
      any partner, owner, beneficiary, agent, officer, director, employee or agent
      of
      the Securities Administrator, the Owner Trustee in its individual capacity,
      any
      holder of a beneficial interest in the Issuing Entity, the Securities
      Administrator, the Owner Trustee or the Indenture Trustee or of any successor
      or
      assign of the Indenture Trustee or the Owner Trustee in its individual capacity,
      except as any such Person may have expressly agreed (it being understood that
      the Indenture Trustee and the Owner Trustee have no such obligations in their
      individual capacity) and except that any such partner, owner or beneficiary
      shall be fully liable, to the extent provided by applicable law, for any unpaid
      consideration for stock, unpaid capital contribution or failure to pay any
      installment or call owing to such entity. For all purposes of this Indenture,
      in
      the performance of any duties or obligations of the Issuing Entity hereunder,
      the Owner Trustee shall be subject to, and entitled to the benefits of, the
      terms and provisions of Article VI, VII and VIII of the Trust
      Agreement.

     

    Section
      10.15  No
      Petition.  The Indenture Trustee and the Securities Administrator,
      by entering into this Indenture, each Noteholder, by accepting a Note and each
      Certificateholder, by accepting a Certificate, hereby covenant and agree that
      they will not at any time prior to one year from the date of termination hereof,
      institute against the Depositor or the Issuing Entity, or join in any
      institution against the Depositor or the Issuing Entity of, any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings, or other
      proceedings under any United States federal or state bankruptcy or similar
      law
      in connection with any obligations relating to the Notes, this Indenture or
      any
      of the Basic Documents; provided however, that nothing herein shall prohibit
      the
      Indenture Trustee from filing proofs of claim in any proceeding.

     

    Section
      10.16  Inspection.  The
      Issuing Entity agrees that, at its expense, on reasonable prior notice, it
      shall
      permit any representative of the Indenture Trustee or the Securities
      Administrator, during the Issuing Entity’s normal business hours, to examine all
      the books of account, records, reports and other papers of the Issuing Entity,
      to make copies and extracts therefrom, to cause such books to be audited by
      Independent certified public accountants, and to discuss the Issuing Entity’s
      affairs, finances and accounts with the Issuing Entity’s officers, employees,
      and Independent certified public accountants, all at such reasonable times
      and
      as often as may be reasonably requested. The Indenture Trustee shall cause
      its
      representatives to hold in confidence all such information except to the extent
      disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee or the Securities Administrator may reasonably determine
      that
      such disclosure is consistent with its obligations hereunder.

     

    ARTICLE
      XI

     

    TMP
      TRIGGER EVENT AND REMIC CONVERSION

     

    Section
      11.01  Events
      to Occur Upon TMP Trigger Event and Prior to REMIC Conversion. (a) Upon the
      receipt by the Owner Trustee, the Depositor, the Securities Administrator and
      the Indenture Trustee of a certification substantially in the form of Exhibit
      F
      hereto in connection with a proposed transfer of any Privately Offered Notes
      or
      Certificates certifying that such transfer will cause a TMP Trigger Event,
      the
      following actions shall be promptly taken by the parties identified below in
      preparation for a REMIC Conversion:

     

    (i)  the
      Issuing Entity shall direct the Master Servicer (A) to cause the related
      Servicer, pursuant to the Sale and Servicing Agreement and the related Servicing
      Agreement, to purchase from the Issuing Entity (or with respect to the Mortgage
      Loans serviced by Wells Fargo but not originated by the Wells Fargo, to purchase
      on behalf of the Depositor, if so requested by the Depositor), or on behalf
      of
      the Issuing Entity to sell to a third party, any REO Property and other
      Non-REMIC-Eligible Assets at their then fair market values, and remit the
      proceeds used for such purchase or collected from such sale to the Master
      Servicer, and (B) to remit such proceeds received from the related Servicer
      to
      the Securities Administrator for deposit in the Payment Account;

     

    (ii)  the
      Issuing Entity shall direct the Indenture Trustee to execute instruments to
      release the REO Properties and other Non-REMIC-Eligible Assets liquidated
      pursuant to clause (i) above from the lien of this Indenture in accordance
      with
      Section 8.05 and on behalf of the Issuing Entity to transfer such portion of
      the
      Trust Estate to the related Servicer;

     

    (iii)  the
      Issuing Entity shall determine the extent to which, if any, that the purchase
      price of the REO Properties and Non-REMIC-Eligible Assets liquidated pursuant
      to
      clause (i) above would result in the allocation of a Realized Loss to any Class
      of Notes, and shall require the proposed transferor or proposed transferee
      of
      the Privately Offered Notes or Certificates causing the TMP Trigger Event to,
      and such proposed transferor or proposed transferee hereby agrees to, contribute
      the amount of any such Realized Loss to the Issuing Entity;

     

    (iv)  the
      Issuing Entity shall require the proposed transferor of the Privately Offered
      Notes causing the TMP Trigger Event to, and such proposed transferor or proposed
      transferee hereby agrees to, make provisions for payment satisfactory to the
      Owner Trustee, the Securities Administrator, the Seller and the Indenture
      Trustee and any other relevant party for any initial or ongoing administrative
      expenses (including the reasonable fees and expenses of their respective counsel
      and other professional advisors) associated with the REMIC Conversion and any
      REMIC created thereby and for any taxes possibly payable as a result of the
      classification of the Issuing Entity for federal income tax purposes as a
“taxable mortgage pool”;

     

    (v)  On
      the
      Special Payment Date, the Securities Administrator shall distribute the proceeds
      from the liquidation of the REO Properties and Non-REMIC-Eligible Assets
      pursuant to clause (i) above to the related Noteholders in the manner and order
      of priority set forth for the distribution of Available Funds in Article III;
      and

     

    (vi)  the
      Issuing Entity shall provide to each of the Rating Agencies prior written notice
      of the TMP Trigger Event and impending REMIC Conversion and drafts of new
      documents relating to the REMIC Conversion and any REMIC created thereby,
      including, but not limited to, legal opinions described in Section
      11.02(a)(vi).

     

    Section
      11.02  REMIC
      Conversion. (a) Upon the satisfaction of each of the requirements set forth
      in Section 11.01 above, the following actions shall be promptly taken by the
      parties identified below to consummate the REMIC Conversion (each such action
      to
      be deemed to occur simultaneously):

     

    (i)  Each
      of
      the parties to the new documents relating to the REMIC Conversion and any REMIC
      created thereby, including, but not limited to, the REMIC Class A Indenture
      and
      the Underlying REMIC Trust Pooling and Servicing Agreement, shall execute and
      complete such documents;

     

    (ii)  Pursuant
      to the Underlying Trust REMIC Pooling and Servicing Agreement, the Issuing
      Entity shall cause the formation of the new Underlying REMIC Trust, the
      contribution to such Underlying REMIC Trust of the then remaining assets in
      the
      Trust Estate, the making of one or more REMIC elections with respect to all
      or a
      portion of such assets and the issuance to it of new REMIC Certificates by
      such
      Underlying REMIC Trust in physical form with denominations similar to that
      specified for the Class of Notes with the corresponding designations as provided
      in Section 4.01 hereof;

     

    (iii)  Pursuant
      to the REMIC Class A Indenture, the Issuing Entity shall cause a REMIC election
      to be made with respect to the REMIC Class A Certificates received from the
      Underlying REMIC Trust pursuant to clause (ii) above and issue new REMIC Class
      A
      Notes secured by such REMIC Class A Certificates in book-entry form to be
      registered in the name of a nominee designated by the Depository with
      denominations similar to that specified for the Class of Class A Notes with
      the
      corresponding designations as provided in Section 4.01 hereof;

     

    (iv)  Pursuant
      to Section 8.06 hereof, the Issuing Entity shall require the Holders of the
      Class A Notes to surrender their Notes in exchange for the corresponding classes
      of the REMIC Class A Notes newly issued by the Issuing Entity pursuant to clause
      (iii) above and require the Holders of the Class X Notes and Class B Notes
      to
      surrender their Notes in exchange for the corresponding classes of the REMIC
      Privately Offered Certificates received from the Underlying REMIC Trust pursuant
      to clause (ii) above;

     

    (v)  Pursuant
      to Sections 4.10 and 8.04 hereof, this Indenture shall be discharged, and the
      assets remaining in the Trust Estate shall be released from the lien of this
      Indenture; and

     

    (vi)  The
      Issuing Entity shall cause Opinions of Counsel (at the expense of the proposed
      transferor or proposed transferee of the Privately Offered Notes or Certificates
      causing the TMP Trigger Event) to be rendered to the Owner Trustee, the
      Depositor, the Securities Administrator, the Rating Agencies and the Indenture
      Trustee stating, among other things, that for federal income tax purposes each
      REMIC created under the Underlying REMIC Trust Agreement and REMIC Class A
      Indenture will qualify as a “real estate mortgage investment conduit” and each
      REMIC Security will qualify as a “regular interest” in a REMIC.

     

    Section
      11.03  Acts
      in Furtherance of REMIC Conversion. Each of the parties hereto acknowledges
      and agrees that the purpose of this Article XI is to facilitate a REMIC
      Conversion upon notice of a TMP Trigger Event.  Therefore, each of the
      parties hereto agree that it shall comply with reasonable requests made by any
      of the other parties hereto or the proposed transferor or proposed transferee
      of
      the Privately Offered Notes or Certificates causing the TMP Trigger Event to
      consummate any such REMIC Conversion, including entering into a REMIC Pooling
      and Servicing Agreement and a REMIC Class A Indenture in form and substance
      satisfactory to the Owner Trustee, Indenture Trustee, Securities Administrator
      and the Depositor. Pursuant to Section 9.01 hereof, this Indenture may be
      amended or supplemented at any time as necessary to facilitate, effect or
      reinforce the consummation of any such REMIC Conversion.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Issuing Entity, the Securities Administrator and the
      Indenture Trustee have caused their names to be signed hereto by their
      respective officers thereunto duly authorized, all as of the day and year first
      above written.

     

    
      	 	
              BEAR
                STEARNS ARM TRUST 2007-2, as

              Issuing
                Entity

            	 
	 	 	 
	 	
              BY:
                Wilmington Trust Company, not in its 

              individual
                capacity but solely as Owner Trustee

            	 
	 	 	 	 
	
               

            	
              By:
                

            	 /s/
Patricia
              A. Evans	 
	 	 	Name: Patricia
              A.
              Evans	 
	 	 	Title:
              Vice President	 
	 	 	 	 


    

     

    
      	 	
              WELLS
                FARGO BANK, N.A., as

              Securities
                Administrator

            	 
	 	 	 
	
               

            	
              By:
                

            	 /s/
Benjamin
              F. Jordan	 
	 	 	Name: Benjamin
              F.
              Jordan	 
	 	 	Title:
              Assistant Vice
              President	 
	 	 	 	 


    

     

    
      	 	
              
                Citibank,
                  N.A., as Indenture Trustee

              

            	 
	 	 	 
	
               

            	
              By:
                

            	 /s/
John
              J. Byrnes	 
	 	 	Name: John
              J.
              Byrnes	 
	 	 	Title:
              Vice President	 
	 	 	 	 


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              STATE
                OF MARYLAND

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF BALTIMORE

            	
              )

            	 
	 	 	 


    

     

    On
      the
      29th day of June 2007 before me, a notary public in and for said State,
      personally appeared _______________________, known to me to be a(n)
      _______________________of Wells Fargo Bank, N.A., the entity that executed
      the
      within instrument, and also known to me to be the person who executed it on
      behalf of said entity, and acknowledged to me that such entity executed the
      within instrument.

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


    


    [Notarial
      Seal]

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF _____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF ___________

            	
              )

            	 
	 	 	 


    

     

    On
      this
      29th day of June 2007, before me personally appeared _______________________
      to
      me known, who being by me duly sworn, did depose and say, that he/she is a(n)
      _______________________ of the Owner Trustee, one of the entities described
      in
      and which executed the above instrument; and that he signed her name thereto
      by
      like order.

     

    
      	 	
              Notary
                Public

            


    

    


     

     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	 
	 	 
	 	
              NOTARY
                PUBLIC

            


    

    


     

     

     

    [NOTARIAL
      SEAL]

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF __________________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF ________________

            	
              )

            	 
	 	 	 


    

     

    On
      this
      29th day of June 2007, before me personally appeared _______________________
      to
      me known, who being by me duly sworn, did depose and say, that she is a(n)
      _______________________ of the Indenture Trustee, one of the corporations
      described in and which executed the above instrument; and that he signed his
      name thereto by like order.

     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	 
	 	 
	 	
              NOTARY
                PUBLIC

            


    

    


    


    
 

    [NOTARIAL
      SEAL]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE SECURITIES ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THE
      HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE DEEMED
      TO
      HAVE MADE THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF THE
      INDENTURE.

     

    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
      AMOUNT SHOWN ON THE FACE HEREOF.

     

    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      SECURITIES ADMINISTRATOR PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF
      REMIC CLASS A NOTES IN CONNECTION WITH A REMIC CONVERSION AS DESCRIBED IN THE
      INDENTURE.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BEAR
      STEARNS ARM TRUST 2007-2

    MORTGAGE-BACKED
      NOTES, SERIES 2007-2

    CLASS
      [I][II][III][IV]-A-[1][2]

     

    
      	
              AGGREGATE
                NOTE PRINCIPAL

              BALANCE:
                $[________________]

            	
              NOTE
                INTEREST

              RATE:
                Adjustable Rate

            
	 	 
	
              INITIAL
                NOTE PRINCIPAL

              BALANCE
                OF THIS NOTE: $[_____________]

            	
              NOTE
                NO. 1

            
	 	 
	 	
              CUSIP
                NO: [_______________]

            
	 	 


    

    


    BEAR
      STEARNS ARM TRUST 2007-2 (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Cede & Co. or registered assigns,
      the principal sum of $[____________________] in monthly installments on the
      twenty-fifth day of each month or, if such day is not a Business Day, the next
      succeeding Business Day (each a “Payment Date”), commencing in July 2007 and
      ending on or before the Payment Date occurring in December 25, 2046 (the “Final
      Scheduled Payment Date”) and to pay interest on the Note Principal Balance of
      this Note (this “Note”) outstanding from time to time as provided
      below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes,
      Series 2007-2 (the “Notes”), issued under an Indenture dated as of June 29, 2007
      (the “Indenture”), among the Issuing Entity, Wells Fargo Bank, N.A., as
      Securities Administrator (the “Securities Administrator”) and Citibank, N.A., as
      indenture trustee (the “Indenture Trustee”, which term includes any successor
      Indenture Trustee under the Indenture) to which Indenture and all indentures
      supplemental thereto reference is hereby made for a statement of the respective
      rights thereunder of the Issuing Entity, the Indenture Trustee, and the Holders
      of the Notes and the terms upon which the Notes are to be authenticated and
      delivered. All terms used in this Note which are defined in the Indenture shall
      have the meanings assigned to them in the Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Principal Balance”
of a Note as of any date of determination is equal to the initial Note Principal
      Balance thereof, minus (i) all amounts distributed in respect of principal
      with
      respect to such Class of Notes, (ii) the aggregate amount of any reductions
      in
      the Note Principal Balance thereof deemed to have occurred in connection with
      allocations of Realized Losses on all prior Payment Dates in accordance with
      the
      Indenture, taking account of its applicable Loss Allocation Limitation, plus
      (iii) any Subsequent Recoveries allocated thereto.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro rata share of the aggregate payments on all Class
      [I][II][III][IV]-A-[1][2] Notes as described above, and shall be applied as
      between interest and principal as provided in the Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Scheduled Payment Date.

     

    The
      Mortgage Loans are subject to purchase in whole, but not in part, by the
      Majority Certificateholder on any Payment Date on or after the Payment Date
      on
      which the aggregate Scheduled Principal Balance of the Mortgage Loans is less
      than 10% of the aggregate Scheduled Principal Balance of the Mortgage Loans
      as
      of the Cut-off Date.

     

    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class
      [I][II][III][IV]-A-[1][2] Notes, and each Holder hereof, by its acceptance
      of
      this Note, agrees that (i) such Note will be limited in right of payment to
      amounts available from the Trust Estate as provided in the Indenture and (ii)
      such Holder shall have no recourse to the Issuing Entity, the Owner Trustee,
      the
      Indenture Trustee, the Depositor, the Seller, the Master Servicer, the
      Securities Administrator or any of their respective affiliates, or to the assets
      of any of the foregoing entities, except the assets of the Issuing Entity
      pledged to secure the Class   [I][II][III][IV]-A-[1][2] Notes
      pursuant to the Indenture and the rights conveyed to the Issuing Entity under
      the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Securities
      Administrator at least five Business Days prior to the Record Date, any payment
      of principal or interest, other than the final installment of principal or
      interest, shall be made by wire transfer to an account in the United States
      designated by such Holder. All reductions in the principal amount of a Note
      effected by payments of principal made on any Payment Date shall be binding
      upon
      all Holders of this Note and of any Note issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof, whether or not
      such
      payment is noted on such Note. The final payment of this Note shall be payable
      upon presentation and surrender thereof on or after the Payment Date thereof
      at
      the office designated by the Securities Administrator or the office or agency
      of
      the Issuing Entity maintained by it for such purpose pursuant to the
      Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Principal
      Balance of the Notes, the amount payable to the Holder of this Note will be
      equal to the sum of the unpaid Note Principal Balance of this Note, together
      with accrued and unpaid interest thereon as described in the Indenture. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Notes, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Notes or otherwise shall continue
      to
      be applied to payments of principal of and interest on the Notes as if they
      had
      not been declared due and payable.

     

    The
      Holder of this Note or Beneficial Owner of any interest herein is deemed to
      have
      made the representations in Section 4.15 of the Indenture.

     

    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Securities Administrator promptly upon receipt of the corresponding class of
      REMIC Class A Notes in connection with a REMIC Conversion as described in the
      Indenture.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Securities Administrator,
      one or more new Notes of any authorized denominations and of a like aggregate
      then outstanding Note Principal Balance, will be issued to the designated
      transferee or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee, the Securities Administrator and any agent of
      the
      Issuing Entity, the Securities Administrator or the Indenture Trustee may treat
      the Person in whose name this Note is registered as the owner of such Note
      (i)
      on the applicable Record Date for the purpose of making payments and interest
      of
      such Note, and (ii) on any other date for all other purposes whatsoever, as
      the
      owner hereof, whether or not this Note be overdue, and none of the Issuing
      Entity, the Securities Administrator, the Indenture Trustee nor any such agent
      of the Issuing Entity, the Securities Administrator or the Indenture Trustee
      shall be affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of or interest on
      any
      of the Notes, or (b) in respect of a covenant or provision of the Indenture
      which cannot be modified or amended without the consent of the Holder of each
      Note. Any such waiver by the Holder, at the time of the giving thereof, of
      this
      Note (or any one or more predecessor Notes) shall bind the Holder of every
      Note
      issued upon the registration of transfer hereof or in exchange hereof or in
      lieu
      hereof, whether or not notation of such consent or waiver is made upon such
      Note. The Indenture also permits the Issuing Entity, the Indenture Trustee
      and
      the Securities Administrator, following prior notice to the Rating Agencies,
      to
      amend or waive certain terms and conditions set forth in the Indenture without
      the consent of the Holders of the Notes issued thereunder.

     

    Initially,
      the Notes will be registered in the name of Cede & Co. as nominee of DTC,
      acting in its capacity as the Depository for the Notes. The Notes will be
      delivered by the clearing agency in denominations as provided in the Indenture
      and subject to certain limitations therein set forth. The Notes are exchangeable
      for a like aggregate then outstanding Note Principal Balance of Notes of
      different authorized denominations, as requested by the Holder surrendering
      same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid or obligatory for any
      purpose.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its respective partners, beneficiaries, agents, officers, directors,
      employees, or successors or assigns, shall be personally liable for, nor shall
      recourse be had to any of them for, the payment of principal of or interest
      on,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note, it being expressly understood that
      said
      covenants, obligations and indemnifications have been made solely by the Trust
      to the extent of the assets of the Trust. The holder of this Note by the
      acceptance hereof agrees that, except as expressly provided in the Basic
      Documents, the Holder shall have no claim against any of the foregoing for
      any
      deficiency, loss or claim therefrom; provided, however, that nothing contained
      herein shall be taken to prevent recourse to, and enforcement against, the
      assets of the Trust Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed.

     

    Dated:
      June 29, 2007

    


    
      	 	 	 	 	 	 	 	
              BEAR
                STEARNS ARM TRUST 2007-2

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              BY:

            	
              WILMINGTON
                TRUST COMPANY, not 

              in
                its individual capacity but solely in its 

              capacity
                as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

    


    


    SECURITIES
      ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class [I][II][III][IV]-A-[1][2] Notes referred to in the
      within-mentioned Indenture.

     

    


    
      	 	 	 	 	 	 	 	
              BY:

            	
              WELLS
                FARGO BANK, N.A., as 

              Securities
                Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              BY

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	 	 	 
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	 	 	 
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	 	 	 
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              ____________
                Custodian

            
	 	 	 
	 	 	
              (Cust)                                     (Minor)

            
	 	 	 
	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

            
	 	 	 
	 	 	
              (State)

            


    

     

    Additional
      abbreviations may also be used though not in the above list.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    
      	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ________________________ attorney to transfer said Note on the books
      kept for registration thereof, with full power of substitution in the
      premises.

    


    Dated:

    


    Signature
      Guaranteed
      by     __________________________________

    


    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS X NOTES

     

    THIS
      NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I-A-1, CLASS I-A-2, CLASS
      II-A-1, CLASS II-A-2, CLASS III-A-1, CLASS III-A-2, CLASS IV-A-1 AND CLASS
      IV-A-2 NOTES AS DESCRIBED IN THE INDENTURE.

     

    THIS
      NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF THE INDENTURE.

     

    NO
      TRANSFER OF THIS NOTE SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.15
      OF
      THE INDENTURE.

     

    
      NO
        TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS NOTE OR INTEREST THEREIN
        SHALL BE MADE, AND THE SECURITIES ADMINISTRATOR SHALL REFUSE TO REGISTER
        ANY
        SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION, UNLESS AND UNTIL THE PROPOSED
        TRANSFEROR SHALL HAVE DELIVERED TO THE OWNER TRUSTEE, THE SECURITIES
        ADMINISTRATOR AND THE INDENTURE TRUSTEE A CERTIFICATE CERTIFYING (1) THAT,
        FOLLOWING THE TRANSFER, THE PROPOSED TRANSFEREE WILL EITHER BE (A) A SINGLE
        OWNER OR (B) A PROPORTIONATE OWNER, OR (2) THAT SUCH TRANSFER EITHER (a)
        WILL
        NOT CAUSE A TMP TRIGGER EVENT OR (b) WILL CAUSE A TMP TRIGGER EVENT, IN EACH
        CASE, AS EVIDENCED BY AN OPINION OF NATIONALLY RECOGNIZED TAX COUNSEL ADDRESSED
        AND PROVIDED TO THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE AND THE
        INDENTURE TRUSTEE (AT THE EXPENSE OF THE PROPOSED TRANSFEROR OR PROPOSED
        TRANSFEREE), AND IN THE CASE OF CLAUSE (2)(b), THE REMIC CONVERSION ASSOCIATED
        WITH SUCH TMP TRIGGER EVENT (AND ALL CONDITIONS PRECEDENT THERETO, INCLUDING
        THE
        CONTRIBUTION TO THE ISSUING ENTITY OR PROVISIONS FOR PAYMENT TO VARIOUS PARTIES
        OF CERTAIN ADDITIONAL FUNDS BY SUCH PROPOSED TRANSFEROR OR PROPOSED TRANSFEREE
        PURSUANT TO ARTICLE XI OF THE INDENTURE) SHALL HAVE BEEN
        CONSUMMATED.  NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED
        TO SECURED INDEBTEDNESS AND MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS TREATED
        BY THE ISSUING ENTITY AS SECURED INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES,
        PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, THIS NOTE MAY NOT BE TRANSFERRED
        BY
        THE RELATED LENDER OR REPURCHASE AGREEMENT COUNTERPARTY UNDER ANY SUCH RELATED
        INDEBTEDNESS OR REPURCHASE AGREEMENT UPON A DEFAULT UNDER ANY SUCH INDEBTEDNESS
        OR REPURCHASE AGREEMENT, AS APPLICABLE, EXCEPT IN ACCORDANCE WITH THE
        FOREGOING.

       

      NO
        TRANSFER OF THIS NOTE OR INTEREST THEREIN SHALL BE MADE, AND THE SECURITIES
        ADMINISTRATOR SHALL REFUSE TO REGISTER ANY SUCH TRANSFER, UNLESS THE SECURITIES
        ADMINISTRATOR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING
        AS TO THE PROPOSED TRANSFEREE’S STATUS AS A U.S.
        PERSON.

    

    


    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      SECURITIES ADMINISTRATOR PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF
      REMIC PRIVATELY OFFERED CERTIFICATES IN CONNECTION WITH A REMIC CONVERSION
      AS
      DESCRIBED IN THE INDENTURE.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    BEAR
      STEARNS ARM TRUST 2007-2

     

    MORTGAGE-BACKED
      NOTES, SERIES 2007-2

     

    CLASS
      X

     

    
      	
              AGGREGATE
                NOTIONAL AMOUNT:  :$[______]

            	
              NOTE
                INTEREST

              RATE:  Variable
                Rate

            
	 	 
	
              INITIAL
                NOTIONAL AMOUNT OF THIS NOTE: $[______]

              :

            	
              NOTE
                NO. 1

            
	 	 
	
              PERCENTAGE
                INTEREST:  100%

            	
              CUSIP
                NO: [______]

            


    

    


     

    BEAR
      STEARNS ARM TRUST 2007-2 (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Alesco Loan Holdings, LLC or
      registered assigns, interest hereon in monthly installments on the twenty-fifth
      day of each month or, if such day is not a Business Day, the next succeeding
      Business Day (each a “Payment Date”), commencing in July 2007 and ending on or
      before the Payment Date occurring in December 25, 2046 (the “Final Scheduled
      Payment Date”) and to pay interest on the Notional Amount of this Note (this
“Note”) outstanding from time to time as provided below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes,
      Series 2007-2 (the “Notes”), issued under an Indenture, dated as of June 29,
      2007 (the “Indenture”), among the Issuing Entity, Wells Fargo Bank, N.A., as
      securities administrator (the “Securities Administrator”) and Citibank, N.A., as
      indenture trustee (the “Indenture Trustee”, which term includes any successor
      Indenture Trustee under the Indenture), to which Indenture and all indentures
      supplemental thereto reference is hereby made for a statement of the respective
      rights thereunder of the Issuing Entity, the Indenture Trustee and the Holders
      of the Notes and the terms upon which the Notes are to be authenticated and
      delivered. All terms used in this Note which are defined in the Indenture shall
      have the meanings assigned to them in the Indenture.

     

    Payments
      of interest on this Note will be made on each Payment Date to the Noteholder
      of
      record as of the related Record Date. The “Notional Amount” of this Note as of
      any date of determination shall be calculated as set forth under the
      Indenture.

     

    The
      interest on this Note are due and payable as described in the Indenture, in
      such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts. All payments made by
      the
      Issuing Entity with respect to this Note shall be applied as provided in the
      Indenture.

     

    The
      Mortgage Loans are subject to purchase in whole, but not in part, by the
      Majority Certificateholder on any Payment Date on or after the Payment Date
      on
      which the aggregate Scheduled Principal Balance of the Mortgage Loans is less
      than 10% of the aggregate Scheduled Principal Balance of the Mortgage Loans
      as of the Cut-off Date.

    


    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Securities Administrator promptly upon receipt of the corresponding class of
      REMIC Privately Offered Certificates in connection with a REMIC Conversion
      as
      described in the Indenture.

    


    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class X Notes, and
      each
      Holder hereof, by its acceptance of this Note, agrees that (i) such Note will
      be
      limited in right of payment to amounts available from the Trust Estate as
      provided in the Indenture and (ii) such Holder shall have no recourse to the
      Issuing Entity, the Owner Trustee, the Indenture Trustee, the Depositor, the
      Seller, the Master Servicer, the Securities Administrator or any of their
      respective affiliates, or to the assets of any of the foregoing entities, except
      the assets of the Issuing Entity pledged to secure the Class X Notes pursuant
      to
      the Indenture and the rights conveyed to the Issuing Entity under the
      Indenture.

     

    Any
      payment of interest payable on this Note which is punctually paid on the
      applicable Payment Date shall be paid to the Person in whose name such Note
      is
      registered at the close of business on the Record Date for such Payment Date
      by
      check mailed to such person’s address as it appears in the Note Register on such
      Record Date, except for the final installment of interest payable with respect
      to such Note, which shall be payable as provided below. Notwithstanding the
      foregoing, upon written request with appropriate instructions by the Holder
      of
      this Note delivered to the Securities Administrator at least five Business
      Days
      prior to the Record Date, any payment of interest, other than the final
      installment of interest, shall be made by wire transfer to an account in the
      United States designated by such Holder. All reductions in the principal amount
      of a Note (excluding the Class X Notes) effected by payments of principal made
      on any Payment Date shall be binding upon all Holders of this Note and of any
      note issued upon the registration of transfer thereof or in exchange therefor
      or
      in lieu thereof, whether or not such payment is noted on such Note. The final
      payment of this Note shall be payable upon presentation and surrender thereof
      on
      or after the Payment Date thereof at the Office designated by the Securities
      Administrator or the office or agency of the Issuing Entity maintained by it
      for
      such purpose pursuant to the Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal (excluding the Class X Notes) and
      interest that were carried by such other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. The Indenture provides
      that, notwithstanding the acceleration of the maturity of the Notes, under
      certain circumstances specified therein, all amounts collected as proceeds
      of
      the Trust Estate securing the Notes or otherwise shall continue to be applied
      to
      payments of principal and interest on the Notes as if they had not been declared
      due and payable.

     

    The
      failure to pay Accrued Note Interest on the Class X Notes, shall not constitute
      an Event of Default under the Indenture.

     

    No
      transfer, sale, pledge or other disposition of this Note or interest herein
      shall be made unless that transfer, sale, pledge or other disposition is exempt
      from the registration and/or qualification requirements of the Securities Act
      and any applicable state securities laws, or is otherwise made in accordance
      with the Securities Act and such state securities laws.  If a transfer
      of this Note is to be made without registration under the Securities Act (other
      than in connection with the initial issuance thereof or a transfer thereof
      by
      the Depositor or one of its Affiliates), then the Securities Administrator
      shall
      refuse to register such transfer unless (i) it receives (and upon receipt,
      may
      conclusively rely upon) a certificate substantially in the form attached as
      Exhibit C to the Indenture or (ii) it receives a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Securities
      Administrator and the Indenture Trustee and the transferee executes a
      representation letter substantially in the form of Exhibit D attached to the
      Indenture, and transferor executes a representation letter substantially in
      the
      form of Exhibit E attached to the Indenture, each acceptable to and in form
      and
      substance satisfactory to the Securities Administrator and the Indenture
      Trustee.  None of the Issuing Entity, the Depositor, the Indenture
      Trustee or the Securities Administrator is obligated to register or qualify
      any
      Notes under the Securities Act or any other securities law or to take any action
      not otherwise required under the Indenture to permit the transfer of this Note
      or interest herein without registration or qualification.  Any
      Noteholder desiring to effect a transfer of this Note or interest herein shall,
      and does hereby agree to, indemnify the Issuing Entity, the Depositor, the
      Owner
      Trustee, the Indenture Trustee and the Securities Administrator 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 X Note or any interest therein shall be made except
      in
      accordance with Section 4.15 of the Indenture.

     

    
      No
        transfer, sale, pledge or other disposition of this Class X Note or interest
        therein shall be made, and the Securities Administrator shall refuse to register
        any such transfer, sale, pledge or other disposition, unless and until the
        proposed transferor shall have delivered to the Owner Trustee, the Securities
        Administrator and the Indenture Trustee a certificate certifying (i) that,
        following such transfer, the proposed transferee will either be (i) a Single
        Owner or (b) a Proportionate Owner, or (ii) that such transfer either (A)
        will
        not cause a TMP Trigger Event or (B) will cause a TMP Trigger Event, in each
        case, as evidenced by an opinion of nationally recognized tax counsel addressed
        and provided to the Securities Administrator, the Owner Trustee and the
        Indenture Trustee (at the expense of the proposed transferor or proposed
        transferee), and in the case of clause (ii)(B), the REMIC Conversion associated
        with such TMP Trigger Event (and all conditions precedent thereto, including
        the
        contribution to the Issuing Entity or provisions for payment to various parties
        of certain additional funds by such proposed transferor or proposed transferee
        pursuant to Article XI of the Indenture) shall have been
        consummated.  Notwithstanding the foregoing, this Class X Note or
        interest therein may be pledged to secure indebtedness and may be the subject
        of
        repurchase agreements treated by the Issuing Entity as secured indebtedness
        for
        federal income tax purposes, provided that, for the avoidance of doubt, this
        Class X Note or interest therein may not be transferred by the related lender
        or
        repurchase agreement counterparty under any such indebtedness or repurchase
        agreement upon a default under such indebtedness or repurchase agreement,
        as
        applicable, except in accordance with the foregoing.

       


    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Securities Administrator,
      one or more new Notes of any authorized denominations and of a like aggregate
      then outstanding Note Principal Balance, will be issued to the designated
      transferee or transferees.

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee, the Securities Administrator and any agent of
      the
      Issuing Entity, the Securities Administrator or the Indenture Trustee may treat
      the Person in whose name this Note is registered as the owner of such Note
      (i)
      on the applicable Record Date for the purpose of making payments and interest
      of
      such Note, and (ii) on any other date for all other purposes whatsoever, as
      the
      owner hereof, whether or not this Note be overdue, and none of the Issuing
      Entity, the Securities Administrator, the Indenture Trustee nor any such agent
      of the Issuing Entity, the Securities Administrator or the Indenture Trustee
      shall be affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of or interest on
      any
      of the Notes, or (b) in respect of a covenant or provision of the Indenture
      which cannot be modified or amended without the consent of the Holder of each
      Note. Any such waiver by the Holder, at the time of the giving thereof, of
      this
      Note (or any one or more predecessor Notes) shall bind the Holder of every
      Note
      issued upon the registration of transfer hereof or in exchange hereof or in
      lieu
      hereof, whether or not notation of such consent or waiver is made upon such
      Note. The Indenture also permits the Issuing Entity, the Indenture Trustee
      and
      the Securities Administrator, following prior notice to the Rating Agencies,
      to
      amend or waive certain terms and conditions set forth in the Indenture without
      the consent of the Holders of the Notes issued thereunder.

     

    The
      Notes
      are exchangeable for a like aggregate then outstanding Notional Amount of Notes
      of different authorized denominations, as requested by the Holder surrendering
      same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid or obligatory for any
      purpose.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its respective partners, beneficiaries, agents, officers, directors,
      employees, or successors or assigns, shall be personally liable for, nor shall
      recourse be had to any of them for, the payment of principal of or interest
      on,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note, it being expressly understood that
      said
      covenants, obligations and indemnifications have been made solely by the Trust
      to the extent of the assets of the Trust. The holder of this Note by the
      acceptance hereof agrees that, except as expressly provided in the Basic
      Documents, the Holder shall have no claim against any of the foregoing for
      any
      deficiency, loss or claim therefrom; provided, however, that nothing contained
      herein shall be taken to prevent recourse to, and enforcement against, the
      assets of the Trust Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed.

     

    Dated:
      June 29, 2007

     

    
      	 	 	 	 	 	 	
              BEAR
                STEARNS ARM TRUST 2007-2

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not  in its individual capacity but solely in its
                capacity as Owner Trustee

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


     

    SECURITIES
      ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class X Notes referred to in the within-mentioned
      Indenture.

     

    
      	 	 	 	 	 	 	
              BEAR
                STEARNS ARM TRUST 2007-2

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	 	 	 
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	 	 	 
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	 	 	 
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              ____________
                Custodian

            
	 	 	 
	 	 	
              (Cust)                                     (Minor)

            
	 	 	 
	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

            
	 	 	 
	 	 	
              (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT
      SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    
      	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


     

    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ________________________ attorney to transfer said Note on the books
      kept for registration thereof, with full power of substitution in the
      premises.

     

    
      	
              Dated:

            	 	 
	 	 	 
	
              Signature
                Guaranteed by

            	 	 
	 	 	 


    

    


    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS B NOTES

     

    THIS
      NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS I-A-1, CLASS I-A-2, CLASS
      II-A-1, CLASS II-A-2, CLASS III-A-1, CLASS III-A-2, CLASS IV-A-1, CLASS IV-A-2,
      CLASS X, [AND] [,][CLASS B-1], [AND] [,][ [CLASS B-2], [AND] [,][ [CLASS B-3],
      [AND] [,][ [CLASS B-4] [AND] [,][ [CLASS B-5] NOTES AS DESCRIBED IN THE
      INDENTURE.

     

    THIS
      NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF THE INDENTURE.

     

    NO
      TRANSFER OF THIS NOTE SHALL BE MADE EXCEPT IN ACCORDANCE WITH SECTION 4.15
      OF
      THE INDENTURE.

     

    
      
        NO
          TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS NOTE OR INTEREST THEREIN
          SHALL BE MADE, AND THE SECURITIES ADMINISTRATOR SHALL REFUSE TO REGISTER
          ANY
          SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION, UNLESS AND UNTIL THE
          PROPOSED
          TRANSFEROR SHALL HAVE DELIVERED TO THE OWNER TRUSTEE, THE SECURITIES
          ADMINISTRATOR AND THE INDENTURE TRUSTEE A CERTIFICATE CERTIFYING (1) THAT,
          FOLLOWING THE TRANSFER, THE PROPOSED TRANSFEREE WILL EITHER BE (A) A SINGLE
          OWNER OR (B) A PROPORTIONATE OWNER, OR (2) THAT SUCH TRANSFER EITHER (a)
          WILL
          NOT CAUSE A TMP TRIGGER EVENT OR (b) WILL CAUSE A TMP TRIGGER EVENT, IN
          EACH
          CASE, AS EVIDENCED BY AN OPINION OF NATIONALLY RECOGNIZED TAX COUNSEL ADDRESSED
          AND PROVIDED TO THE SECURITIES ADMINISTRATOR, THE OWNER TRUSTEE AND THE
          INDENTURE TRUSTEE (AT THE EXPENSE OF THE PROPOSED TRANSFEROR OR PROPOSED
          TRANSFEREE), AND IN THE CASE OF CLAUSE (2)(b), THE REMIC CONVERSION ASSOCIATED
          WITH SUCH TMP TRIGGER EVENT (AND ALL CONDITIONS PRECEDENT THERETO, INCLUDING
          THE
          CONTRIBUTION TO THE ISSUING ENTITY OR PROVISIONS FOR PAYMENT TO VARIOUS
          PARTIES
          OF CERTAIN ADDITIONAL FUNDS BY SUCH PROPOSED TRANSFEROR OR PROPOSED TRANSFEREE
          PURSUANT TO ARTICLE XI OF THE INDENTURE) SHALL HAVE BEEN
          CONSUMMATED.  NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED
          TO SECURED INDEBTEDNESS AND MAY BE THE SUBJECT OF REPURCHASE AGREEMENTS
          TREATED
          BY THE ISSUING ENTITY AS SECURED INDEBTEDNESS FOR FEDERAL INCOME TAX PURPOSES,
          PROVIDED THAT, FOR THE AVOIDANCE OF DOUBT, THIS NOTE MAY NOT BE TRANSFERRED
          BY
          THE RELATED LENDER OR REPURCHASE AGREEMENT COUNTERPARTY UNDER ANY SUCH
          RELATED
          INDEBTEDNESS OR REPURCHASE AGREEMENT UPON A DEFAULT UNDER ANY SUCH INDEBTEDNESS
          OR REPURCHASE AGREEMENT, AS APPLICABLE, EXCEPT IN ACCORDANCE WITH THE
          FOREGOING.

         


    

    NO
      TRANSFER OF THIS NOTE OR INTEREST THEREIN SHALL BE MADE, AND THE SECURITIES
      ADMINISTRATOR SHALL REFUSE TO REGISTER ANY SUCH TRANSFER, UNLESS THE SECURITIES
      ADMINISTRATOR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING
      AS TO THE PROPOSED TRANSFEREE’S STATUS AS A U.S. PERSON.

    


    THIS
      NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUING ENTITY, AND IS LIMITED IN
      RIGHT
      OF PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE
      INDENTURE REFERRED TO BELOW. THE ISSUING ENTITY IS NOT OTHERWISE PERSONALLY
      LIABLE FOR PAYMENTS ON THIS NOTE.

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY, THE
      OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN
      ON THE FACE HEREOF.

     

    BY
      ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF AGREES TO SURRENDER THIS NOTE TO
      THE
      SECURITIES ADMINISTRATOR PROMPTLY UPON RECEIPT OF THE CORRESPONDING CLASS OF
      REMIC PRIVATELY OFFERED CERTIFICATES IN CONNECTION WITH A REMIC CONVERSION
      AS
      DESCRIBED IN THE INDENTURE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    BEAR
      STEARNS ARM TRUST 2007-2

     

    MORTGAGE-BACKED
      NOTES, SERIES 2007-2

     

    CLASS
      B-[1][2][3][4][5][6]

     

    
      	
              AGGREGATE
                NOTE PRINCIPAL

            	
              NOTE
                INTEREST

            
	
              BALANCE:
                $[_______]

            	
              RATE:  Variable
                Rate

            
	 	 
	
              INITIAL
                NOTE PRINCIPAL

            	
              NOTE
                NO. 1

            
	
              BALANCE
                OF THIS NOTE: $[_______]

            	 
	 	 
	
              PERCENTAGE
                INTEREST: 100%

            	
              CUSIP
                NO: [_______]

            


    

    


    BEAR
      STEARNS ARM TRUST 2007-2 (the “Issuing Entity”), a Delaware statutory trust, for
      value received, hereby promises to pay to Alesco Loan Holdings, LLC or
      registered assigns, the principal sum of $[______] in monthly installments
      on
      the twenty-fifth day of each month or, if such day is not a Business Day, the
      next succeeding Business Day (each a “Payment Date”), commencing in July 2007
      and ending on or before the Payment Date occurring in December 25, 2046 (the
      “Final Scheduled Payment Date”) and to pay interest on the Note Principal
      Balance of this Note (this “Note”) outstanding from time to time as provided
      below.

     

    This
      Note
      is one of a duly authorized issue of the Issuing Entity’s Mortgage-Backed Notes,
      Series 2007-2 (the “Notes”), issued under an Indenture, dated as of June 29,
      2007 (the “Indenture”), among the Issuing Entity, Wells Fargo Bank, N.A., as
      securities administrator (the “Securities Administrator”) and Citibank, N.A., as
      indenture trustee (the “Indenture Trustee”, which term includes any successor
      Indenture Trustee), to which Indenture and all indentures supplemental thereto
      reference is hereby made for a statement of the respective rights thereunder
      of
      the Issuing Entity, the Indenture Trustee and the Holders of the Notes and
      the
      terms upon which the Notes are to be authenticated and delivered. All terms
      used
      in this Note which are defined in the Indenture shall have the meanings assigned
      to them in the Indenture.

     

    Payments
      of principal and interest on this Note will be made on each Payment Date to
      the
      Noteholder of record as of the related Record Date. The “Note Principal Balance”
of a Note as of any date of determination is equal to the initial Note Principal
      Balance thereof, minus (i) all amounts distributed in respect of principal
      with
      respect to such Class of Notes, (ii) the aggregate amount of any reductions
      in
      the Note Principal Balance thereof deemed to have occurred in connection with
      allocations of Realized Losses on all prior Payment Dates in accordance with
      the
      Indenture, taking account of its applicable Loss Allocation Limitation, and
      (iii) such Class’s pro rata share, if any, of the applicable Subordinate
      Writedown Amount for previous Payment Dates, plus (iv) any Subsequent Recoveries
      allocated thereto.

     

    The
      principal of, and interest on, this Note are due and payable as described in
      the
      Indenture, in such coin or currency of the United States of America as at the
      time of payment is legal tender for payment of public and private debts. All
      payments made by the Issuing Entity with respect to this Note shall be equal
      to
      this Note’s pro rata share of the aggregate payments on all Class
      B-[1][2][3][4][5][6] Notes as described above, and shall be applied as between
      interest and principal as provided in the Indenture.

     

    All
      principal and interest accrued on the Notes, if not previously paid, will become
      finally due and payable at the Final Scheduled Payment Date.

     

    The
      Mortgage Loans are subject to purchase in whole, but not in part, by the
      Majority Certificateholder on any Payment Date on or after the Payment Date
      on
      which the aggregate Scheduled Principal Balance of the Mortgage Loans is less
      than 10% of the aggregate Scheduled Principal Balance of the Mortgage Loans
      as of the Cut-off Date.

     

    By
      acceptance of this Note, the Holder hereof agrees to surrender this Note to
      the
      Securities Administrator promptly upon receipt of the corresponding class of
      REMIC Privately Offered Certificates in connection with a REMIC Conversion
      as
      described in the Indenture.

    


    The
      Issuing Entity shall not be liable upon the indebtedness evidenced by the Notes
      except to the extent of amounts available from the Trust Estate which
      constitutes security for the payment of the Notes. The assets included in the
      Trust Estate will be the sole source of payments on the Class
      B-[1][2][3][4][5][6] Notes, and each Holder hereof, by its acceptance of this
      Note, agrees that (i) such Note will be limited in right of payment to amounts
      available from the Trust Estate as provided in the Indenture and (ii) such
      Holder shall have no recourse to the Issuing Entity, the Owner Trustee, the
      Indenture Trustee, the Depositor, the Seller, the Master Servicer, the
      Securities Administrator or any of their respective affiliates, or to the assets
      of any of the foregoing entities, except the assets of the Issuing Entity
      pledged to secure the Class B-[1][2][3][4][5][6] Notes pursuant to the Indenture
      and the rights conveyed to the Issuing Entity under the Indenture.

     

    Any
      payment of principal or interest payable on this Note which is punctually paid
      on the applicable Payment Date shall be paid to the Person in whose name such
      Note is registered at the close of business on the Record Date for such Payment
      Date by check mailed to such person’s address as it appears in the Note Register
      on such Record Date, except for the final installment of principal and interest
      payable with respect to such Note, which shall be payable as provided below.
      Notwithstanding the foregoing, upon written request with appropriate
      instructions by the Holder of this Note delivered to the Securities
      Administrator at least five Business Days prior to the Record Date, any payment
      of principal or interest, other than the final installment of principal or
      interest, shall be made by wire transfer to an account in the United States
      designated by such Holder. All reductions in the principal amount of a Note
      effected by payments of principal made on any Payment Date shall be binding
      upon
      all Holders of this Note and of any note issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof, whether or not
      such
      payment is noted on such Note. The final payment of this Note shall be payable
      upon presentation and surrender thereof on or after the Payment Date thereof
      at
      the Office designated by the Securities Administrator or the office or agency
      of
      the Issuing Entity maintained by it for such purpose pursuant to the
      Indenture.

     

    Subject
      to the foregoing provisions, each Note delivered under the Indenture, upon
      registration of transfer of or in exchange for or in lieu of any other Note,
      shall carry the right to unpaid principal and interest that were carried by
      such
      other Note.

     

    If
      an
      Event of Default as defined in the Indenture shall occur and be continuing
      with
      respect to the Notes, the Notes may become or be declared due and payable in
      the
      manner and with the effect provided in the Indenture. If any such acceleration
      of maturity occurs prior to the payment of the entire unpaid Note Principal
      Balance of the Notes, the amount payable to the Holder of this Note will be
      equal to the sum of the unpaid Note Principal Balance of this Note, together
      with accrued and unpaid interest thereon as described in the Indenture. The
      Indenture provides that, notwithstanding the acceleration of the maturity of
      the
      Notes, under certain circumstances specified therein, all amounts collected
      as
      proceeds of the Trust Estate securing the Notes or otherwise shall continue
      to
      be applied to payments of principal of and interest on the Notes as if they
      had
      not been declared due and payable.

     

    The
      failure to pay any Net Interest Shortfall at any time when funds are not
      available to make such payment as provided in the Indenture shall not constitute
      an Event of Default under the Indenture.

     

    No
      transfer, sale, pledge or other disposition of this Note or interest herein
      shall be made unless that transfer, sale, pledge or other disposition is exempt
      from the registration and/or qualification requirements of the Securities Act
      and any applicable state securities laws, or is otherwise made in accordance
      with the Securities Act and such state securities laws.  If a transfer
      of this Note is to be made without registration under the Securities Act (other
      than in connection with the initial issuance thereof or a transfer thereof
      by
      the Depositor or one of its Affiliates), then the Securities Administrator
      shall
      refuse to register such transfer unless (i) it receives (and upon receipt,
      may
      conclusively rely upon) a certificate substantially in the form attached as
      Exhibit C to the Indenture or (ii) it receives a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Securities
      Administrator and the Indenture Trustee and the transferee executes a
      representation letter substantially in the form of Exhibit D attached to the
      Indenture, and transferor executes a representation letter substantially in
      the
      form of Exhibit E attached to the Indenture, each acceptable to and in form
      and
      substance satisfactory to the Securities Administrator and the Indenture
      Trustee.  None of the Issuing Entity, the Depositor, the Indenture
      Trustee or the Securities Administrator is obligated to register or qualify
      any
      Notes under the Securities Act or any other securities law or to take any action
      not otherwise required under the Indenture to permit the transfer of this Note
      or interest herein without registration or qualification.  Any
      Noteholder desiring to effect a transfer of this Note or interest herein shall,
      and does hereby agree to, indemnify the Issuing Entity, the Depositor, the
      Owner
      Trustee, the Indenture Trustee and the Securities Administrator 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-[1][2][3][4][5][6] Note or any interest therein shall
      be made except in accordance with Section 4.15 of the Indenture.

     

    
      No
        transfer, sale, pledge or other disposition of this Class B-[1][2][3][4][5][6]
        Note or interest therein shall be made, and the Securities Administrator
        shall
        refuse to register any such transfer, sale, pledge or other disposition,
        unless
        and until the proposed transferor shall have delivered to the Owner Trustee,
        the
        Securities Administrator and the Indenture Trustee a certificate certifying
        (i)
        that, following such transfer, the proposed transferee will either be (i)
        a
        Single Owner or (b) a Proportionate Owner, or (ii) that such transfer either
        (A)
        will not cause a TMP Trigger Event or (B) will cause a TMP Trigger Event,
        in
        each case, as evidenced by an opinion of nationally recognized tax counsel
        addressed and provided to the Securities Administrator, the Owner Trustee
        and
        the Indenture Trustee (at the expense of the proposed transferor or proposed
        transferee), and in the case of clause (ii)(B), the REMIC Conversion associated
        with such TMP Trigger Event (and all conditions precedent thereto, including
        the
        contribution to the Issuing Entity or provisions for payment to various parties
        of certain additional funds by such proposed transferor or proposed transferee
        pursuant to Article XI of the Indenture) shall have been
        consummated.  Notwithstanding the foregoing, this Class
        B-[1][2][3][4][5][6] Note or interest therein may be pledged to secure
        indebtedness and may be the subject of repurchase agreements treated by the
        Issuing Entity as secured indebtedness for federal income tax purposes, provided
        that, for the avoidance of doubt, this Class B-[1][2][3][4][5][6] Note or
        interest therein may not be transferred by the related lender or repurchase
        agreement counterparty under any such indebtedness or repurchase agreement
        upon
        a default under such indebtedness or repurchase agreement, as applicable,
        except
        in accordance with the foregoing.

       

    

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Note may be registered on the Note Register of the Issuing
      Entity. Upon surrender for registration of transfer of, or presentation of
      a
      written instrument of transfer for, this Note at the office or agency designated
      by the Issuing Entity pursuant to the Indenture, accompanied by proper
      instruments of assignment in form satisfactory to the Securities Administrator,
      one or more new Notes of any authorized denominations and of a like aggregate
      then outstanding Note Principal Balance, will be issued to the designated
      transferee or transferees.

    


    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee, the Securities Administrator and any agent of
      the
      Issuing Entity, the Securities Administrator or the Indenture Trustee may treat
      the Person in whose name this Note is registered as the owner of such Note
      (i)
      on the applicable Record Date for the purpose of making payments and interest
      of
      such Note, and (ii) on any other date for all other purposes whatsoever, as
      the
      owner hereof, whether or not this Note be overdue, and none of the Issuing
      Entity, the Securities Administrator, the Indenture Trustee nor any such agent
      of the Issuing Entity, the Securities Administrator or the Indenture Trustee
      shall be affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuing Entity
      and the rights of the Holders of the Notes under the Indenture at any time
      by
      the Issuing Entity and the Holders of a majority of each Class of Notes affected
      thereby. The Indenture also contains provisions permitting the Holders of Notes
      representing not less than a majority of the aggregate Note Principal Balance
      of
      the Notes, to waive any past Event of Default and its consequences except an
      Event of Default (a) with respect to payment of principal of or interest on
      any
      of the Notes, or (b) in respect of a covenant or provision of the Indenture
      which cannot be modified or amended without the consent of the Holder of each
      Note. Any such waiver by the Holder, at the time of the giving thereof, of
      this
      Note (or any one or more predecessor Notes) shall bind the Holder of every
      Note
      issued upon the registration of transfer hereof or in exchange hereof or in
      lieu
      hereof, whether or not notation of such consent or waiver is made upon such
      Note. The Indenture also permits the Issuing Entity, the Indenture Trustee
      and
      the Securities Administrator, following prior notice to the Rating Agencies,
      to
      amend or waive certain terms and conditions set forth in the Indenture without
      the consent of the Holders of the Notes issued thereunder.

     

    The
      Notes
      are exchangeable for a like aggregate then outstanding Note Principal Balance
      of
      Notes of different authorized denominations, as requested by the Holder
      surrendering same.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid or obligatory for any
      purpose.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Basic Documents, neither the Owner Trustee in its individual capacity, nor
      any
      of its respective partners, beneficiaries, agents, officers, directors,
      employees, or successors or assigns, shall be personally liable for, nor shall
      recourse be had to any of them for, the payment of principal of or interest
      on,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note, it being expressly understood that
      said
      covenants, obligations and indemnifications have been made solely by the Trust
      to the extent of the assets of the Trust. The holder of this Note by the
      acceptance hereof agrees that, except as expressly provided in the Basic
      Documents, the Holder shall have no claim against any of the foregoing for
      any
      deficiency, loss or claim therefrom; provided, however, that nothing contained
      herein shall be taken to prevent recourse to, and enforcement against, the
      assets of the Trust Estate for any and all liabilities, obligations and
      undertakings contained in this Note.

     

    AS
      PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS NOTE SHALL
      BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF
      NEW
      YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be duly
      executed.

     

    Dated:
      June 29, 2007

     

    
      	 	 	 	 	 	 	
              BEAR
                STEARNS ARM TRUST 2007-2

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in 

              its
                individual capacity but solely in its 

              capacity
                as Owner Trustee

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

    


     

    SECURITIES
      ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class B-[1][2][3][4][5][6] Notes referred to in the within-mentioned
      Indenture.

     

    
      	 	 	 	 	 	 	
              By:

            	
              WELLS
                FARGO BANK, N.A.,

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of the Note,
      shall be construed as though they were written out in full according to
      applicable laws or regulations:

     

    
      	
              TEN
                COM

            	
              --

            	
              as
                tenants in common

            
	 	 	 
	
              TEN
                ENT

            	
              --

            	
              as
                tenants by the entireties

            
	 	 	 
	
              JT
                TEN

            	
              --

            	
              as
                joint tenants with right of survivorship and not as tenants in
                common

            
	 	 	 
	
              UNIF
                GIFT MIN ACT

            	
              --

            	
              ____________
                Custodian

            
	 	 	 
	 	 	
              (Cust)                                     (Minor)

            
	 	 	 
	 	 	 
	 	 	
              under
                Uniform Gifts to Minor Act

            
	 	 	 
	 	 	
              (State)

            


    

    


    Additional
      abbreviations may also be used though not in the above list.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT
      SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

     

    
      	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    (Please
      print or typewrite name and address, including zip code, of
      assignee)

     

    


     

    
      	 


    

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints ________________________ attorney to transfer said Note on the books
      kept for registration thereof, with full power of substitution in the
      premises.

     

    
      	
              Dated:

            	 	 
	 	 	 
	
              Signature
                Guaranteed by

            	 	 
	 	 	 


    

    


    NOTICE:
      The signature(s) to this assignment must correspond with the name as it appears
      upon the face of the within Note in every particular, without alteration or
      enlargement or any change whatsoever. Signature(s) must be guaranteed by a
      commercial bank or by a member firm of the New York Stock Exchange or another
      national securities exchange. Notarized or witnessed signatures are not
      acceptable.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    [FORM
      OF
      RULE 144A INVESTMENT REPRESENTATION]

     

    Description
      of Rule 144A Securities, including numbers:

     

    
      	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


    The
      undersigned seller, as registered holder (the “Seller”), intends to transfer the
      Rule 144A Securities described above to the undersigned buyer (the
“Buyer”).

     

    1.   In
      connection with such transfer and in accordance with the agreements pursuant
      to
      which the Rule 144A Securities were issued, the Seller hereby certifies the
      following facts: Neither the Seller nor anyone acting on its behalf has offered,
      transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
      any interest in the Rule 144A Securities or any other similar security to,
      or
      solicited any offer to buy or accept a transfer, pledge or other disposition
      of
      the Rule 144A Securities, any interest in the Rule 144A Securities or any other
      similar security from, or otherwise approached or negotiated with respect to
      the
      Rule 144A Securities, any interest in the Rule 144A Securities or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Rule 144A
      Securities under the Securities Act of 1933, as amended (the “1933 Act”), or
      that would render the disposition of the Rule 144A Securities a violation of
      Section 5 of the 1933 Act or require registration pursuant thereto, and that
      the
      Seller has not offered the Rule 144A Securities to any person other than the
      Buyer or another “qualified institutional buyer” as defined in Rule 144A under
      the 1933 Act.

     

    2.  The
      Buyer
      warrants and represents to, and covenants with, the Indenture Trustee pursuant
      to Section 4.02 of the Indenture (the “Indenture”), dated as of June 29, 2007,
      among Bear Stearns ARM Trust 2007-2, as Issuing Entity, Wells Fargo Bank, N.A.,
      as Securities Administrator and Citibank, N.A., as Indenture Trustee, as
      follows:

     

    a.  The
      Buyer
      understands that the Rule 144A Securities have not been registered under the
      1933 Act or the securities laws of any state.

     

    b.  The
      Buyer
      considers itself a substantial, sophisticated institutional investor having
      such
      knowledge and experience in financial and business matters that it is capable
      of
      evaluating the merits and risks of investment in the Rule 144A
      Securities.

     

    c.  The
      Buyer
      has been furnished with all information regarding the Rule 144A Securities
      that
      it has requested from the Seller, the Indenture Trustee, the Owner Trustee
      or
      the Master Servicer.

     

    d.  Neither
      the Buyer nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of the Rule 144A Securities, any interest in the
      Rule
      144A Securities or any other similar security to, or solicited any offer to
      buy
      or accept a transfer, pledge or other disposition of the Rule 144A Securities,
      any interest in the Rule 144A Securities or any other similar security from,
      or
      otherwise approached or negotiated with respect to the Rule 144A Securities,
      any
      interest in the Rule 144A Securities or any other similar security with, any
      person in any manner, or made any general solicitation by means of general
      advertising or in any other manner, or taken any other action, that would
      constitute a distribution of the Rule 144A Securities under the 1933 Act or
      that
      would render the disposition of the Rule 144A Securities a violation of Section
      5 of the 1933 Act or require registration pursuant thereto, nor will it act,
      nor
      has it authorized or will it authorize any person to act, in such manner with
      respect to the Rule 144A Securities.

     

    e.  The
      Buyer
      is a “qualified institutional buyer” as that term is defined in Rule 144A under
      the 1933 Act and has completed either of the forms of certification to that
      effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale
      to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule
      144A Securities for its own account or the accounts of other qualified
      institutional buyers, understands that such Rule 144A Securities may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the 1933 Act.

     

    3.  The
      Buyer
      warrants and represents to, and covenants with, the Seller, the Indenture
      Trustee, Owner Trustee, the Certificate Registrar, Master Servicer and the
      Depositor that either (1) the Buyer is (A) not an employee benefit plan (within
      the meaning of Section 3(3) of the Employee Retirement Income Security Act
      of
      1974, as amended (“ERISA”)), or a plan (within the meaning of Section 4975(e)(1)
      of the Internal Revenue Code of 1986 (“Code”)), which (in either case) is
      subject to ERISA or Section 4975 of the Code (both a “Plan”), and (B) is not
      directly or indirectly purchasing the Rule 144A Securities on behalf of, as
      investment manager of, as named fiduciary of, as trustee of, or with “plan
      assets” of a Plan, or (2) the Buyer understands that registration of transfer of
      any Rule 144A Securities to any Plan, or to any Person acting on behalf of
      any
      Plan, will not be made unless such Plan delivers an opinion of its counsel,
      addressed and satisfactory to the Certificate Registrar, the Owner Trustee,
      the
      Indenture Trustee, the Master Servicer and the Depositor, to the effect that
      the
      purchase and holding of the Rule 144A Securities by, on behalf of or with “plan
      assets” of any Plan is permissible under applicable law, would not constitute or
      result in a prohibited transaction under ERISA or Section 4975 of the Code,
      and
      would not subject the Depositor, the Owner Trustee, the Indenture Trustee,
      the
      Certificate Registrar or the Master Servicer to any obligation or liability
      (including liabilities under ERISA or Section 4975 of the Code) in addition
      to
      those undertaken in the Agreement, which Opinion of Counsel shall not be an
      expense of the Depositor, the Owner Trustee, the Indenture Trustee or the Master
      Servicer.

     

    4.  This
      document may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same document.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the parties has executed this document as of the date
      set forth below.

     

    
      	 
	 	 	 
	
              Print
                Name of Seller

            	 	
              Print
                Name of Buyer

            
	 	 	 	 
	 	 	 	 
	
              By:

            	 	
              By:

            	 
	 	
              Name:

            	 	
              Name:

            
	 	
              Title:

            	 	
              Title:

            
	 	 	 	 
	
              Taxpayer
                Identification:

            	 	
              Taxpayer
                Identification:

            
	 	 	 
	
              No:

            	 	
              No:

            	 
	 	 	 	 
	
              Date:

            	 	
              Date:

            	 


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ANNEX
      1 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1.  As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.  In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933
      (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary
      basis $_________1 in securities (except for the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year (such
      amount being calculated in accordance with Rule 144A) and (ii) the Buyer
      satisfies the criteria in the category marked below.

     

    
      	 	
              Corporation,
                etc. The Buyer is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or charitable organization described in Section
                501(c)(3) of the Internal Revenue Code.

            
	 	 
	 	
              Bank.
                The Buyer (a) is a national bank or banking institution organized
                under
                the laws of any State, territory or the District of Columbia, the
                business
                of which is substantially confined to banking and is supervised by
                the
                State or territorial banking commission or similar official or is
                a
                foreign bank or equivalent institution, and (b) has an audited net
                worth
                of at least

            
	 	 
	 	
              Savings
                and Loan. The Buyer (a) is a savings and loan association, building
                and loan association, cooperative bank, homestead association or
                similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has
                an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements.

            
	 	 
	 	
              Broker-Dealer.
                The Buyer is a dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934.

            
	 	 
	 	
              Insurance
                Company. The Buyer is an insurance company whose primary and
                predominant business activity is the writing of insurance or the
                reinsuring of risks underwritten by insurance companies and which
                is
                subject to supervision by the insurance commissioner or a similar
                official
                or agency of a State or territory or the District of
                Columbia.

            
	 	 
	 	
              State
                or Local Plan. The Buyer is a plan established and maintained by a
                State, its political subdivisions, or any agency or instrumentality
                of the
                State or its political subdivisions, for the benefit of its
                employees.

            
	 	 
	 	
              ERISA
                Plan. The Buyer is an employee benefit plan within the meaning of
                Title I of the Employee Retirement Income Security Act of
                1974.

            
	 	 
	 	
              Investment
                Adviser. The Buyer is an investment adviser registered under the
                Investment Advisers Act of 1940.

            
	 	 
	 	
              SBIC.
                The Buyer is a Small Business Investment Company licensed by the
                U.S.
                Small Business Administration under Section 301(c) or (d) of the
                Small
                Business Investment Act of 1958.

            
	 	 
	 	
              Business
                Development Company. The Buyer is a business development company as
                defined in Section 202(a)(22) of the Investment Advisers Act of
                1940.

            
	 	 
	 	
              Trust
                Fund. The Buyer is a trust fund whose trustee is a bank or trust
                company and whose participants are exclusively (a) plans established
                and
                maintained by a State, its political subdivisions, or any agency
                or
                instrumentality of the State or its political subdivisions, for the
                benefit of its employees, or (b) employee benefit plans within the
                meaning
                of Title I of the Employee Retirement Income Security Act of 1974,
                but is
                not a trust fund that includes as participants individual retirement
                accounts or H.R. 10 plans.

            
	 	 


    

     

    3.   The
      term “securities” as used herein does not include (i) securities of Issuing
      Entities that are affiliated with the Buyer, (ii) securities that are part
      of an
      unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
      (iii) bank deposit Notes and certificates of deposit, (iv) loan participations,
      (v) repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

     

    4.  For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934.

     

    5.  The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Notes are relying and will continue
      to
      rely on the statements made herein because one or more sales to the Buyer may
      be
      in reliance on Rule 144A.

     

    

      
        

      

    

      1
      Buyer must own
      and/or invest on a discretionary basis at least $100,000,000 in securities
      unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on
      a
      discretionary basis at least $10,000,000 in securities.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
            	 	Will
              the Buyer be purchasing the Rule 144A Securities only for the Buyer’s own
              account?
	
              Yes

            	 	
              No

            	 


    

     

    6.  If
      the
      answer to the foregoing question is “no”, the Buyer agrees that, in connection
      with any purchase of securities sold to the Buyer for the account of a third
      party (including any separate account) in reliance on Rule 144A, the Buyer
      will
      only purchase for the account of a third party that at the time is a “qualified
      institutional buyer” within the meaning of Rule 144A. In addition, the Buyer
      agrees that the Buyer will not purchase securities for a third party unless
      the
      Buyer has obtained a current representation letter from such third party or
      taken other appropriate steps contemplated by Rule 144A to conclude that such
      third party independently meets the definition of “qualified institutional
      buyer” set forth in Rule 144A.

     

    7.  The
      Buyer
      will notify each of the parties to which this certification is made of any
      changes in the information and conclusions herein. Until such notice is given,
      the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of
      this certification as of the date of such purchase.

     

    
      	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Print
                Name of Buyer

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name

            
	 	 	 	 	 	 	 	
              Title

            
	 	 	 	 	 	 	 	
              Date:

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      2 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
      Companies (as defined below), is such an officer of the Adviser.

     

    2.
      In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, and (ii) as marked
      below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at
      least $100,000,000 in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer’s most recent fiscal year. For purposes of
      determining the amount of securities owned by the Buyer or the Buyer’s Family of
      Investment Companies, the cost of such securities was used.

     

    
      	
              _____

            	
              The
                Buyer owned $___________________ in securities (other than the excluded
                securities referred to below) as of the end of the Buyer’s most recent
                fiscal year (such amount being calculated in accordance with Rule
                144A).

            
	 	 
	
              _____

            	
              The
                Buyer is part of a Family of Investment Companies which owned in
                the
                aggregate $ in securities (other than the excluded securities referred
                to
                below) as of the end of the Buyer’s most recent fiscal year (such amount
                being calculated in accordance with Rule 144A).

            
	 	 


    

     

    3.  The
      term “Family of Investment Companies” as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue of
      being majority owned subsidiaries of the same parent or because one investment
      adviser is a majority owned subsidiary of the other).

     

    4.  The
      term “securities” as used herein does not include (i) securities of
      Issuing Entitys that are affiliated with the Buyer or are part of the Buyer’s
      Family of Investment Companies, (ii) bank deposit Notes and certificates of
      deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
      owned but subject to a repurchase agreement and (vi) currency, interest rate
      and
      commodity swaps.

     

    5.  The
      Buyer is familiar with Rule 144A and understands that each of the parties to
      which this certification is made are relying and will continue to rely on the
      statements made herein because one or more sales to the Buyer will be in
      reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s
      own account.

     

    6.  The
      undersigned will notify each of the parties to which this certification is
      made
      of any changes in the information and conclusions herein. Until such notice,
      the
      Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this
      certification by the undersigned as of the date of such purchase.

     

    
      	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Print
                Name of Buyer

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name

            
	 	 	 	 	 	 	 	
              Title

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              IF
                AN ADVISER:

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Print
                Name of Buyer

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Date:

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    FORM
      OF
      INVESTMENT LETTER [NON-RULE 144A]

     

    [DATE]

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-0001

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	
               

            	
              Re:

            	
              Bear
                Stearns ARM Trust,
                Mortgage-Backed Notes, Series 2007-2, [Class X] [Class
                B] (the
                “Notes”)

            	 


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Notes, we certify that
      (a) we understand that the Notes are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
      in financial and business matters that we are capable of evaluating the merits
      and risks of investments in the Notes, (c) we have had the opportunity to ask
      questions of and receive answers from the Depositor concerning the purchase
      of
      the Notes and all matters relating thereto or any additional information deemed
      necessary to our decision to purchase the Notes, (d) we are not an employee
      benefit plan that is subject to the Employee Retirement Income Security Act
      of
      1974, as amended, or a plan that is subject to Section 4975 of the Internal
      Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan
      or we have delivered an opinion of counsel as required by the Indenture, (e)
      we
      are acquiring the Notes for investment for our own account and not with a view
      to any distribution of such Notes (but without prejudice to our right at all
      times to sell or otherwise dispose of the Notes in accordance with clause (g)
      below), (f) we have not offered or sold any Notes to, or solicited offers to
      buy
      any Notes from, any person, or otherwise approached or negotiated with any
      person with respect thereto, or taken any other action which would result in
      a
      violation of Section 5 of the Act, and (h) we will not sell, transfer or
      otherwise dispose of any Notes unless (1) such sale, transfer or other
      disposition is made pursuant to an effective registration statement under the
      Act or is exempt from such registration requirements, and if requested, we
      will
      at our expense provide an Opinion of Counsel satisfactory to the addressees
      of
      this certificate that such sale, transfer or other disposition may be made
      pursuant to an exemption from the Act, (2) the purchaser or transferee of such
      Note has executed and delivered to you a certificate to substantially the same
      effect as this certificate, and (3) the purchaser or transferee has otherwise
      complied with any conditions for transfer set forth in the
      Indenture.

     

    


    
      	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 
	 	 	 	 	 	
              [TRANSFEREE]

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	
              Authorized
                Officer

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      E

     

    TRANSFEROR
      CERTIFICATE

     

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-0001

    


    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

    


    
      	
               

            	
              Re:

            	
              Proposed
                Transfer of [Class A]
                [Class X] [Class B] Bear Stearns ARM Trust 2007-2

            	 


    

     

    Gentlemen:

     

    This
      certification is being made by ____________________ (the “Transferor”) in
      connection with the proposed Transfer to _____________________ (the
“Transferee”) of the [Class A Notes][Class X Notes] [Class B Notes] (the
“Notes”) issued pursuant to the Indenture, dated June 29, 2007, being referred
      to herein as the “Indenture”) among Bear Stearns ARM Trust 2007-2, as Issuing
      Entity, Wells Fargo Bank, N.A., as securities administrator and Citibank, N.A.
      as indenture trustee (the “Indenture”). Initially capitalized terms used but not
      defined herein have the meanings assigned to them in the Indenture. The
      Transferor hereby certifies, represents and warrants to, and covenants with,
      the
      Owner Trustee and the Indenture Trustee that:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Note, any interest in any Note or
      any
      other similar security to any person in any manner, (b) has solicited any offer
      to buy or to accept a pledge, disposition or other transfer of any Note, any
      interest in any Note or any other similar security from any person in any
      manner, (c) has otherwise approached or negotiated with respect to any Note,
      any
      interest in any Note or any other similar security with any person in any
      manner, (d) has made any general solicitation by means of general advertising
      or
      in any other manner, or (e) has taken any other action, that (as to any of
      (a)
      through (e) above) would constitute a distribution of the Notes under the
      Securities Act of 1933 (the “Act”), that would render the disposition of any
      Note a violation of Section 5 of the Act or any state securities law, or that
      would require registration or qualification pursuant thereto. The Transferor
      will not act in any manner set forth in the foregoing sentence with respect
      to
      any Note. The Transferor has not and will not sell or otherwise transfer any
      of
      the Notes, except in compliance with the provisions of the
      Indenture.

     

    


    
      	
              Date:

            	 	 	 
	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Signature

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Name

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Title

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      F

     

    
      FORM
        OF TRANSFEROR CERTIFICATE

       

    

    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890-0001

    


    Citibank,
      N.A.

    5280
      Corporate Drive

    Frederick,
      Maryland 21703

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

    


    Re:           Proposed
      Transfer of [Class X] [Class B] Notes, Bear Stearns ARM Trust
      2007-2

     

    Gentlemen:

     

    
      This
        certification is being made by _________ (the “Transferor”) in connection with
        the proposed transfer (the “Transfer”) of a [Class X] [Class B] Note issued
        pursuant to the Indenture, dated as of June 29, 2007 (the “Indenture”), among
        Bear Stearns ARM Trust 2007-2, as Issuing Entity, Wells Fargo Bank, N.A.,
        as
        securities administrator (the “Securities Administrator”), and Citibank, N.A.,
        as indenture trustee (the “Indenture Trustee”). Initially capitalized terms used
        but not defined herein have the meanings assigned to them in the
        Indenture.

       

      The
        Transferor hereby certifies, represents and warrants to, and covenants with,
        the
        Owner Trustee, the Securities Administrator and the Indenture Trustee that
        (check only one of the applicable paragraphs below):

       

      ____                      (i)           following
        the Transfer, the proposed transferee will be a Single Owner;

       

      ____                      (ii)           following
        the Transfer, the proposed transferee will be a Proportionate
        Owner;

       

      ____                      (iii)           the
        Transfer will not cause a TMP Trigger Event, as evidenced by an opinion of
        nationally recognized tax counsel addressed and provided to the Securities
        Administrator, the Owner Trustee and the Indenture Trustee (at the expense
        of
        the proposed transferor or proposed transferee); or

       

      ____                      (iv)           
        the Transfer will cause a TMP Trigger Event, as evidenced by an opinion of
        nationally recognized tax counsel addressed and provided to the Securities
        Administrator, the Owner Trustee and the Indenture Trustee (at the expense
        of
        the proposed transferor or proposed transferee), and the Transfer will not
        be
        made and effected unless and until the REMIC Conversion associated with such
        TMP
        Trigger Event (and all conditions precedent thereto, including the contribution
        to the Issuing Entity or provisions for payment to various parties of certain
        additional funds by the Transferor or the proposed transferee pursuant to
        Article XI of the Indenture) have been consummated.

       

    

    
       

       

    

    
      	
              Date:

            	 	 	 
	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Signature

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Name

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              Title

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      G

     

    CERTIFICATE
      OF NON-FOREIGN STATUS

     

    This
      Certificate of Non-Foreign Status (“certificate”) is delivered pursuant to
      Section 4.02 of the Indenture, dated as of June 29, 2007 (the “Indenture”),
      among Bear Stearns ARM Trust 2007-2, as issuing entity (the “Issuing Entity”),
      Citibank, N.A., as indenture trustee (the “Indenture Trustee”), and Wells Fargo
      Bank, N.A., as securities administrator (the “Securities Administrator”), in
      connection with the acquisition of, transfer to or possession by the
      undersigned, whether as Beneficial Owner for U.S. Federal income tax purposes
      (the “Beneficial Owner”), or nominee on behalf of the Beneficial Owner of the
      Class ____ Notes, Series 2007-2 (the “Note”). Capitalized terms used but not
      defined in this certificate have the respective meanings given them in the
      Indenture.

     

    Each
      Holder must complete Part I, Part II (if the Holder is a nominee), and in all
      cases sign and otherwise complete Part III.

     

    In
      addition, each Holder shall submit with the certificate an IRS Form W-9 relating
      to such Holder.

     

    To
      confirm to the Issuing Entity that the provisions of Sections 871, 881 or 1446
      of the Internal Revenue Code (relating to withholding tax on foreign partners)
      do not apply in respect of the Note held by the undersigned, the undersigned
      hereby certifies:

     

    Part
      I
      -                  
Complete
      Either A or B

     

    
      	
               

            	
              A.

            	
              Individual
                as Beneficial Owner

            


    

     

    
      	
               

            	
              1.

            	
              I
                am (The Beneficial Owner is) not a non-resident alien for purposes
                of U.S.
                income taxation;

            


    

     

    
      	
               

            	
              2.

            	
              My
                (The Beneficial Owner's) name and home address
                are:

            


    

     

    ;
      and

     

    
      	
               

            	
              3.

            	
              My
                (The Beneficial Owner's) U.S. taxpayer identification number (Social
                Security Number) is

            


    

     

    B.           Corporate,
      Partnership or Other Entity as the Beneficial Owner

     

    
      	
               

            	
              1.

            	 	
              (Name
                of the Beneficial Owner) is not a foreign corporation, foreign
                partnership, foreign trust or foreign estate (as those terms are
                defined
                in the Code and Treasury
                Regulations;

            


    

     

    
      	
               

            	
              2.

            	
              The
                Beneficial Owner's office address and place of incorporation (if
                applicable) is

            


    

    ;
      and

     

    
      	
               

            	
              3.

            	
              The
                Beneficial Owner's U.S. employer identification number is
                                        
                .

            


    

     

    
      	
              Part
                II -

            	
              Nominees

            


    

     

    If
      the
      undersigned is the nominee for the Beneficial Owner, the undersigned certifies
      that this certificate has been made in reliance upon information contained
      in:

     

    an
      IRS
      Form W-9

     

    a
      form
      such as this or substantially similar

     

    provided
      to the undersigned by an appropriate person and (i) the undersigned agrees
      to
      notify the Securities Administrator at least thirty (30) days prior to the
      date
      that the form relied upon becomes obsolete, and (ii) in connection with a change
      in the Beneficial Owner, the undersigned agrees to submit a new Certificate
      of
      Non-Foreign Status to the Securities Administrator promptly after such
      change.

     

    
      	
              Part
                III -

            	
              Declaration

            


    

     

    The
      undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify
      the
      Securities Administrator within sixty (60) days of the date that the Beneficial
      Owner becomes a foreign person. The undersigned understands that this
      certificate may be disclosed to the Internal Revenue Service by the Securities
      Administrator and any false statement contained therein could be punishable
      by
      fines, imprisonment or both.

     

    Under
      penalties of perjury, I declare that I have examined this certificate and to
      the
      best of my knowledge and belief it is true, correct and complete and will
      further declare that I will inform the Issuing Entity of any change in the
      information provided above, and, if applicable, I further declare that I have
      the authority* to sign this document.

     

     

    
      	 	 
	Name	 
	 	 
	 	 
	Title
              (if applicable)	 
	 	 
	 	 
	Signature
              and Date	 


    

     

    *Note:
      If
      signed pursuant to a power of attorney, the power of attorney must accompany
      this certificate.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      APPENDIX
        A

       

      DEFINITIONS

       

      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 Master Servicer (except in its capacity
        as successor to Countrywide as Servicer).

       

      Account:
        The Payment Account, the Protected Account and the Reserve Fund, as the context
        may require.

       

      Accrued
        Note Interest: With respect to any Class of Notes and any Payment Date, the
        amount of interest accrued during the related Interest Accrual Period at
        the
        applicable Note Interest Rate on the Note Principal Balance or Notional Amount
        of such Note immediately prior to such Payment Date, less (1) in the case
        of a
        Class A REMIC Note, such Class’s share of (a) Net Interest Shortfalls and (b)
        after the Cross-Over Date, interest portion of any Realized Losses on the
        Mortgage Loans and (2) in the case of a Subordinate Note or a Class X Note,
        such
        Class’s share of (a) Net Interest Shortfalls and (b) the interest portion of any
        Realized Losses on the Mortgage Loans.  Net Interest Shortfalls will
        be allocated among the Class X Notes and Subordinate Notes in proportion
        to the
        amount of Accrued Note Interest that would have been allocated thereto in
        the
        absence of such shortfalls. Accrued Note Interest on the Notes will be
        calculated on the basis of a 360-day year consisting of 30-day
        months.

       

      Additional
        Disclosure: The meaning specified in Section 3.17 of the Sale and Servicing
        Agreement.

       

      Additional
        Form 10-D Disclosure: The meaning specified in Section 3.17 of the Sale and
        Servicing Agreement.

       

      Additional
        Form 10-K Disclosure: The meaning specified in Section 3.17 of the Sale and
        Servicing Agreement.

       

      Administration
        Agreement: The Administration Agreement, dated as of June 29, 2007, among
        the Issuing Entity, the Depositor, the Owner Trustee and the Securities
        Administrator.

       

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

       

      Affiliate:
        With respect to any Person, any other Person controlling, controlled by or
        under
        common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
        or
        indirectly, whether through ownership of voting securities, by contract or
        otherwise and “controlling” and “controlled” shall have meanings correlative to
        the foregoing.

       

      Allocable
        Share:  With respect to each Class of Class B Notes:

       

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

       

      (b)
        as to
        any Payment Date and amounts distributable pursuant to clauses (ii), (iii)
        and
        (v) of the definition of Subordinate Optimal Principal Amount and as to each
        Class of Class B Notes (other than the Class of Class B Notes having the
        lowest
        numerical designation as to which the Class Prepayment Distribution Trigger
        shall not be applicable) for which (x) the related Class Prepayment Distribution
        Trigger has been satisfied on such Payment Date, the fraction, expressed
        as a
        percentage, the numerator of which is the Note Principal Balance of such
        Class
        and the denominator of which is the aggregate of the Note Principal Balances
        of
        all such Classes of Subordinate Notes and (y) the related Class Prepayment
        Distribution Trigger has not been satisfied on such Payment Date, 0%; provided
        that if on a Payment Date, the Note Principal Balance of any Class of Class
        B
        Notes for which the related Class Prepayment Distribution Trigger was satisfied
        on such Payment Date is reduced to zero, any amounts distributed pursuant
        to
        this clause (b), to the extent of such Class’s remaining Allocable Share, shall
        be distributed to the remaining Class or Classes of Subordinate Securities
        which
        satisfy the related Class Prepayment Distribution Trigger and to the Class
        B-6,
        Class B-5, Class B-4, Class B-3, Class B-2 and Class B-1 Notes, in that order,
        in reduction of their respective Note Principal Balances.

       

      American
        Home: American Home Mortgage Corp.

       

      American
        Home Sale Agreement: That certain Master Mortgage Loan Purchase and
        Servicing Agreement, dated as of September 1, 2005, between Citi and American
        Home, as amended by that certain Assignment, Assumption and Recognition
        Agreement, dated as of February 28, 2006, among the Sponsor, Citi and American
        Home.

       

      Applicable
        Credit Rating: For any long-term deposit or security, a credit rating of AAA
        from S&P. For any short-term deposit or security, a rating of A-l+ from
        S&P.

       

      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: The meaning specified in Section 3.16 of the Sale and
        Servicing Agreement.

       

      Assignment
        Agreement: The agreements attached as Exhibits C and D to the Sale and
        Servicing Agreement, whereby the Servicing Agreements were assigned to the
        Indenture Trustee for the benefit of the Noteholders.

       

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

       

      Attesting
        Party: The meaning specified in Section 3.16 of the Sale and Servicing
        Agreement.

       

      Attestation
        Report: The meaning specified in Section 3.16 of the Sale and Servicing
        Agreement.

       

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

       

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

       

      Available
        Funds: For any Payment Date with respect to each Loan Group, the (1) related
        Interest Funds and (2) the related Principal Funds, less in the case of such
        Principal Funds any Capitalization Reimbursement Amount related to such Loan
        Group for that Payment Date.

       

      Available
        Funds Rate: With respect to any Payment Date and the Class I-A-1 Notes and
        Class I-A-2 Notes, a per annum rate, expressed as a percentage, equal to
        a
        fraction, the numerator of which is the Interest Funds for Loan Group I,
        for
        such Payment Date, multiplied by 12, and the denominator of which is the
        aggregate Note Principal Balance of the Class I-A-1 Notes and Class I-A-2
        Notes
        immediately prior to such Payment Date. With respect to any Payment Date
        and the
        Class II-A-1 Notes and Class II-A-2 Notes, a per annum rate, expressed as
        a
        percentage, equal to a fraction, the numerator of which is the Interest Funds
        for Loan Group II, multiplied by 12, and the denominator of which is the
        aggregate Note Principal Balance of the Class II-A-1 Notes and Class II-A-2
        Notes immediately prior to such Payment Date. With respect to any Payment
        Date
        and the Class III-A-1 Notes and Class III-A-2 Notes, a per annum rate, expressed
        as a percentage, equal to a fraction, the numerator of which is the Interest
        Funds for Loan Group III, multiplied by 12, and the denominator of which
        is the
        aggregate Note Principal Balance of the Class III-A-1 Notes and Class III-A-2
        Notes immediately prior to such Payment Date. With respect to any Payment
        Date
        and the Class IV-A-1 Notes and Class IV-A-2 Notes, a per annum rate, expressed
        as a percentage, equal to a fraction, the numerator of which is the Interest
        Funds for Loan Group IV, multiplied by 12, and the denominator of which is
        the
        aggregate Note Principal Balance of the Class IV-A-1 Notes and Class IV-A-2
        Notes immediately prior to such Payment Date.

       

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

       

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

       

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

       

      Basic
        Documents or Agreements: The Sale and Servicing Agreement, the Wells Fargo
        Servicing Agreement, the Indenture, the Trust Agreement, the Sale Agreements,
        the Mortgage Loan Purchase Agreement, the Mortgage Loan Purchase Agreement,
        the
        Custodial Agreements and the Administration Agreement and the other documents
        and certificates delivered in connection with any of the above.

       

      Basis
        Risk Shortfall Carryover
        Amount:  On any Payment Date, and with respect to any Offered
        Note, an amount equal to the excess, if any, of the (i) interest accrued
        at the
        related Note Interest Rate (without giving effect to the related Available
        Funds
        Rate) over (ii) the amount of interest received on such Note based on the
        related Available Funds Rate, together with the unpaid portion of any such
        excess from previous Payment Dates (and any interest thereon at the then
        applicable Note Interest Rate without giving effect to the related Available
        Funds Rate). With respect to the REMIC Class A Notes and any Payment Date,
        the
        excess, if any, of the (i) interest accrued at the related Note Interest
        Rate
        for the Class of Offered Notes in exchange for which the REMIC Class A Notes
        were received (without giving effect to the Net Rate Cap and the Available
        Funds
        Rate) over (ii) the amount of interest received on such Notes if the Note
        Interest Rate is based on the Net Rate Cap, together with the unpaid portion
        of
        any excess from previous Payment Dates (and any interest thereon at the then
        applicable Note Interest Rate without giving effect to the Net Rate Cap and
        the
        Available Funds Rate).

       

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

       

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

       

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

       

      Calendar
        Quarter: A calendar quarter shall consist of one of the following time
        periods in any given year: January 1 through March 31, April 1 through June
        30,
        July 1 through September 30, and October 1 through December 31.

       

      Capitalization
        Reimbursement Amount: With respect to any Payment Date, the aggregate of the
        amounts added to the Scheduled Principal Balances of the Mortgage Loans during
        the preceding calendar month representing reimbursements to the related Servicer
        on or prior to such Payment Date in connection with the modification of such
        Mortgage Loans.

       

      Certificate
        Payment Account: The account or accounts created and maintained pursuant to
        Section 3.08(c) of the Trust Agreement. The Certificate Payment Account shall
        be
        an Eligible Account.

       

      Certificate
        Percentage Interest: With respect to the Certificates and any date of
        determination, the percentage interest as stated on the face of any
        Certificate.

       

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

       

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

       

      Certificates:  The
        Bear Stearns ARM Trust 2007-2 Trust Certificates, Series 2007-2, evidencing
        the
        beneficial ownership interest in the Issuer and executed by the Owner Trustee
        in
        substantially the form set forth in Exhibit A to the Trust Agreement, and
        after
        a REMIC conversion, any of the new Residual Certificates issued by the Trust
        in
        connection with such REMIC Conversion.

       

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

       

      Citibank
        Custodial Agreement: The Citibank Custodial Agreement, dated as of June 29,
        2007, among the Issuing Entity, the Depositor, the Seller, the Indenture
        Trustee, the Master Servicer, the Securities Administrator and Citibank as
        Custodian.

       

      Citi:
        Citigroup Global Markets Realty Corp.

       

      Citibank:
        Citibank, N.A.

       

      Citigroup
        Sale Agreement: Any of (i) that certain Amended and Restated Master Mortgage
        Loan Purchase and Servicing Agreement, dated as of December 15, 2003, between
        Citi and Countrywide Home Loans, as amended by that Amendment Reg AB, dated
        as
        of February 28, 2006, and as amended by that certain Assignment, Assumption
        and
        Recognition Agreement, dated as of December 6, 2006, among the Sponsor, Citi
        and
        Countrywide Home Loans and (ii) that certain Amended and Restated Master
        Mortgage Loan Purchase and Interim Servicing Agreement, dated as of November
        1,
        2005, as amended by that certain Assignment, Assumption and Recognition
        Agreement, dated as of February 28, 2006, among the Sponsor, Citi and
        MortgageIT, Inc.

       

      Class:
        Any of the Class A, Class X or Class B Notes.

       

      Class
        A Notes: The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class
        III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes in the form attached
        as Exhibit A-1 to the Indenture.

       

      Class
        B Notes: The Class B-1, Class B-2, Class B-3 Class B-4, Class B-5 and Class
        B-6 Notes in the form attached as Exhibit A-2 to the Indenture.

       

      Class
        X Notes: The Class X Notes in the form attached as Exhibit A-3 to the
        Indenture.

       

      Class
        Prepayment Distribution Trigger:  For a Class of Subordinate Notes
        for any Payment Date, the Class Prepayment Distribution Trigger is satisfied
        if
        the fraction (expressed as a percentage), the numerator of which is the
        aggregate Note Principal Balance of such Class and each Class of Class B
        Notes
        subordinate thereto, if any, in each case, immediately preceding such Payment
        Date, and the denominator of which is the Scheduled Principal Balances of
        all of
        the Mortgage Loans as of the beginning of the related Due Date, equals or
        exceeds such percentage calculated as of the Closing Date. If on any Payment
        Date the Note Principal Balance of any Class or Classes of Class B Notes
        for
        which the related Class Prepayment Distribution Trigger was satisfied on
        such
        Payment Date is reduced to zero, any amounts distributable to such Class
        or
        Classes pursuant to clauses (ii), (iii) and (v) of the definition of
“Subordinate Optimal Principal Amount,” to the extent of such Class’s remaining
        Allocable Share, shall be distributed to the remaining Class or Classes of
        Subordinate Notes in reduction of their respective Note Principal Balances,
        sequentially, Class B-6, Class B-5, Class B-4, Class B-3, Class B-2 and Class
        B-1 Notes, in that order.

       

      Closing
        Date: June 29, 2007.

       

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

       

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

       

      Commission:
        The Securities and Exchange Commission.

       

      Compensating
        Interest Payment: As defined in Section 3.22 of the Sale and Servicing
        Agreement with respect to amounts payable by the Master Servicer, and any
        amounts in respect of Interest Shortfalls required to be paid by the Servicers
        pursuant to the related Servicing Agreement.

       

      Corporate
        Trust Office: With respect to the Indenture Trustee, the principal corporate
        trust office of the Indenture Trustee at which at any particular time its
        corporate trust business shall be administered, which office at the date
        of the
        execution of this instrument is located at 5280 Corporate Drive, Frederick,
        Maryland 21703. With respect to the Owner Trustee, the principal corporate
        trust
        office of the Owner Trustee at which at any particular time its corporate
        trust
        business shall be administered, which office at the date of the execution
        of
        this Trust Agreement is located at Wilmington Trust Company, Rodney Square
        North
        1100 North Market Street, Wilmington, Delaware  19890-0001; Attention:
        Corporate Trust Services.  With respect to the Securities
        Administrator, the Corporate Trust Office for purposes of presentment and
        surrender of the Notes and the Certificates for the final payment or
        distribution thereon and for transfer is located at Sixth Street and Marquette
        Avenue, Minneapolis, Minnesota 55479, Attention: Bear Stearns ARM Trust 2007-2,
        and for all other purposes is located at P.O. Box 98, Columbia, Maryland
        21046
        (or, for overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland,
        21045), Attn: Bear Stearns ARM Trust 2007-2, or any other address that the
        Securities Administrator may designate from time to time by notice to the
        Noteholders and the Certificateholders.

       

      Countrywide
        Home Loans: Countrywide Home Loans, Inc.

       

      Countrywide
        Sale Agreement:  Any of (i) that Mortgage Loan Purchase and
        Servicing Agreement, dated as of December 8, 2006, between Countrywide Home
        Loans and the Sponsor, as amended by that Amendment Reg AB, dated as
        of  December 8, 2006, as amended by the Assignment, Assumption and
        Recognition Agreement, dated as of June 29, 2007, among Countrywide Servicing,
        the Sponsor and the Issuing Entity, and acknowledged and agreed to by Wells
        Fargo Bank, N.A., as master servicer and (ii) that Mortgage Loan Purchase
        and
        Servicing Agreement, dated as of September 29, 2006, between Countrywide
        Home
        Loans and the Sponsor, as amended by Amendment No. 1, dated as of October
        17,
        2006, and as amended by that Amendment Reg AB, dated as of October 25, 2006,
        as
        amended by the Assignment, Assumption and Recognition Agreement, dated as
        of
        June 29, 2007, among Countrywide Servicing, the Sponsor and the Issuing
        Entity.

       

      Countrywide
        Servicing: Countrywide Home Loans Servicing LP.

       

      Countrywide
        Servicing Agreement: Any of the Countrywide Sale Agreements and that certain
        Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement,
        dated as of December 15, 2003, between Citi and Countrywide Home Loans, as
        amended by that Amendment Reg AB, dated as of February 28, 2006, and as amended
        by that certain Assignment, Assumption and Recognition Agreement, dated as
        of
        December 6, 2006, among the Sponsor, Citi and Countrywide Home
        Loans.

       

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

       

      Cross-Over
        Date:  The first Payment Date on which the aggregate Note
        Principal Balance of the Class B Notes has been reduced to zero (after giving
        effect to all distributions on such Payment Date).

       

      Custodial
        Agreement: Any of the Wells Fargo Bank Custodial Agreement or Citibank
        Custodial Agreement.

       

      Custodian:
        Any of Wells Fargo Bank or Citibank, or their successors and
        assigns.

       

      Cut-off
        Date: June 1, 2007.

       

      Cut-off
        Date Balance: $1,086,615,226.90.

       

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

       

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

       

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

       

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

       

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

       

      Deleted
        Mortgage Loan: A Mortgage Loan replaced or to be replaced with an Substitute
        Mortgage Loan.

       

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

       

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

       

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

       

      Depository
        Participant: A Person for whom, from time to time, the Depository effects
        book-entry transfers and pledges of securities deposited with the
        Depository.

       

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

       

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

       

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

       

      Due
        Period: With respect to any Payment Date and the Mortgage Loans, the period
        commencing on the second day of the month immediately preceding the month
        of
        such Payment Date (or, with respect to the first Due Period, the day following
        the Cut-off Date) and ending on the first day of the month of such Payment
        Date.

       

      Eligible
        Account: Any of (i) an account or accounts maintained with a federal or
        state chartered depository institution or trust company, the long-term unsecured
        debt obligations and short-term unsecured debt obligations of which (or,
        in the
        case of a depository institution or trust company that is the principal
        subsidiary of a holding company, the debt obligations of such holding company,
        so long as Moody’s is not a Rating Agency) are rated by each Rating Agency in
        one of its two highest long-term and its highest short-term rating categories,
        respectively, at the time any amounts are held on deposit therein; provided,
        that following a downgrade, withdrawal, or suspension of such institution's
        rating as set forth above, each account shall promptly (and in any case within
        not more than 30 calendar days) be moved to one or more segregated trust
        accounts in the trust department of such institution, or to an account at
        another institution that complies with the above requirements, or (ii) a
        trust
        account or accounts maintained with the corporate trust department of a federal
        or state chartered depository institution or trust company having capital
        and
        surplus of not less than $50,000,000, acting in its fiduciary capacity or
        (iii)
        any other account acceptable to the Rating Agencies, as evidenced in writing.
        Eligible Accounts may bear interest, and may include, if otherwise qualified
        under this definition, accounts maintained with the Indenture Trustee or
        the
        Securities Administrator.  Notwithstanding Section 9.02 of the
        Indenture, this Indenture may be amended to reduce the rating requirements
        in
        clause (i) above, without the consent of any of the Noteholders, provided
        that
        the Person requesting such amendment obtains a letter from each Rating Agency
        stating that such amendment would not result in the downgrading or withdrawal
        of
        the respective ratings then assigned to the Notes.

       

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

       

      Event
        of Default: With respect to the Indenture, any one of the following events
        (whatever the reason for such Event of Default and whether it shall be voluntary
        or involuntary or be effected by operation of law or pursuant to any judgment,
        decree or order of any court or any order, rule or regulation of any
        administrative or governmental body):

       

      (i)           a
        failure by the Issuing Entity to pay Accrued Note Interest on any Class of
        Offered Notes on any Payment Date and such default shall continue for a period
        of five days; or

       

      (ii)           the
        failure by the Issuing Entity on the Final Scheduled Payment Date to pay
        all
        Accrued Note Interest on any Class of Notes, all remaining Basis Risk Shortfall
        Carryover Amounts on the Class A Notes and to reduce the Note Principal Balances
        of any Class of Notes to zero; or

       

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

       

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

       

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

       

      Event
        of Servicer Termination: The occurrence of an event, as defined in the
        related Servicing Agreement, permitting termination or removal of the related
        Servicer thereunder as servicer of the Mortgage Loans.

       

      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, (ii) related Liquidation Expenses
        (including Liquidation Expenses which are payable therefrom to the related
        Servicer or the Master Servicer in accordance with the related Servicing
        Agreement or the Sale and Servicing Agreement, as applicable) and (iii)
        unreimbursed advances by the Servicers or the Master Servicer and Monthly
        Advances.

       

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

       

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

       

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

       

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

       

      Final
        Scheduled Payment Date: With respect to each Class of Notes, the Payment
        Date in December 2046.

       

      Fitch:
        Fitch, Inc.

       

      Form
        8-K Disclosure Information: The meaning specified Section 3.17(a)(ii)(A) of
        the Sale and Servicing Agreement.

       

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

       

      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 Mortgage Loan:  Any of the Mortgage Loans in Loan Group
        I.

       

      Group
        II Mortgage Loan:  Any of the Mortgage Loans in Loan Group
        II.

       

      Group
        III Mortgage Loan:  Any of the Mortgage Loans in Loan Group
        III.

       

      Group
        IV Mortgage Loan:  Any of the Mortgage Loans in Loan Group
        IV.

       

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

       

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

       

      Indenture:
        The indenture, dated as of June 29, 2007, among the Issuing Entity, the
        Indenture Trustee and the Securities Administrator, relating to the Bear
        Stearns
        ARM Trust, Mortgage-Backed Notes, 2007-2.

       

      Indenture
        Trustee: Citibank, N.A., and its successors and assigns or any successor
        indenture trustee appointed pursuant to the terms of  the Indenture.
        Upon the REMIC Conversion, the Indenture Trustee shall be the indenture trustee
        under the REMIC Class A Indenture.

       

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

       

      Independent
        Certificate: A certificate or opinion to be delivered to the Indenture
        Trustee under the circumstances described in, and otherwise complying with,
        the
        applicable requirements of Section 10.01 of the Indenture, made by an
        independent appraiser or other expert appointed by an Issuer Request and
        approved by the Indenture Trustee in the exercise of reasonable care, and
        such
        opinion or certificate shall state that the signer has read the definition
        of
“Independent” in this Indenture and that the signer is Independent within the
        meaning thereof.

       

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

       

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

       

      Initial
        Note Principal Balance: With respect to the Class I-A-1 Notes, $155,498,000,
        with respect to the Class I-A-2 Notes, $10,602,000, with respect to the Class
        II-A-1 Notes, $499,261,000, with respect to the Class II-A-2 Notes, $34,040,000,
        with respect to the Class III-A-1 Notes, $229,619,000, with respect to the
        Class
        III-A-2 Notes, $15,656,000, with respect to the Class IV-A-1 Notes, $71,844,000,
        with respect to the Class IV-A-2 Notes, $4,898,000, with respect to the Class
        B-1 Notes, $36,402,000, with respect to the Class B-2 Notes, $9,780,000,
        with
        respect to the Class B-3 Notes, $7,063,000,  with respect to the Class
        B-4 Notes, $4,890,000, with respect to the Class B-5 Notes, $3,803,000, and
        with
        respect to the Class B-6 Notes, $3,259,227.

       

      Initial
        Notional Amount: With respect to the Class X Notes,
        $1,021,418,000.

       

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

       

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

       

      Interest
        Accrual Period: With respect to the Notes and any Payment Date, the calendar
        month preceding the month in which such Payment Date occurs.

       

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

       

      Interest
        Determination Date: With respect to any Payment Date (i) with respect to the
        Class I-A-1 Notes and Class I-A-2 Notes, in October 2010, and semi-annually
        thereafter, (ii) with respect to the Class II-A-1 Notes and Class II-A-2
        Notes,
        in October 2011, and annually thereafter, the last LIBOR business day of
        the
        related Interest Accrual Period, (iii) with respect to the Class III-A-1
        Notes
        and Class III-A-2 Notes, in October 2013, and annually thereafter, the last
        LIBOR Business Day of the related Interest Accrual Period and (iv) with respect
        to the Class IV-A-1 Notes and Class IV-A-2 Notes, in October 2011, and annually
        thereafter, the last Business Day of the related Interest Accrual Period.
        Any
        subsequent Interest Determination Date shall be the last Business Day of
        the
        twelfth Interest Accrual Period following the preceding Interest Determination
        Date.

       

      Interest
        Funds:  With respect to any Payment Date and each Loan Group, an
        amount equal to (i) the sum, without duplication, of (a) all scheduled interest
        during the related Due Period with respect to the related Mortgage Loans
        less
        the related Servicing Fee, (b) all Advances relating to interest with respect
        to
        the related Mortgage Loans made on or prior to the related Payment Date,
        (c) all
        Compensating Interest with respect to the related Mortgage Loans and required
        to
        be remitted by the Master Servicer pursuant to this Agreement with respect
        to
        such Payment Date, (d) Liquidation Proceeds and Subsequent Recoveries with
        respect to the related Mortgage Loans collected during the related Prepayment
        Period (to the extent such Liquidation Proceeds and Subsequent Recoveries
        relate
        to interest), (e) all amounts relating to interest with respect to each Mortgage
        Loan repurchased by the Seller or the Underlying Seller, as applicable, pursuant
        to Section 7 of the Mortgage Loan Purchase Agreement or the related Sale
        Agreement, as applicable, in each case to the extent remitted by the Master
        Servicer to the Payment Account pursuant to the Sale and Servicing Agreement,
        and (f) all amounts relating to interest included in the proceeds from the
        liquidation of REO Properties and Non-REMIC-Eligible Assets pursuant to Section
        11.01(a)(i) of the Indenture remitted by the Securities Administrator to
        the
        Payment Account, minus (ii) all amounts required to be reimbursed or paid
        pursuant to the Indenture or as otherwise set forth in any other Basic
        Document.

       

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

       

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

       

      (b)           Principal
        prepayments in full received during the relevant Prepayment Period: The
        difference between (i) one month’s interest at the applicable Net Rate on the
        Scheduled 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 Scheduled Principal Balance thereof (or, in
        the
        case of a principal prepayment in part, on the amount so prepaid) at the
        related
        Net Rate over (ii) 30 days’ interest (or, in the case of a principal prepayment
        in full, interest to the date of prepayment) on such Scheduled Principal
        Balance
        (or, in the case of a Principal Prepayment in part, on the amount so prepaid)
        at
        the Net Rate required to be paid by the Mortgagor as limited by application
        of
        the Relief Act.

       

      Interim
        Certification: The interim certification delivered by the Custodian pursuant
        to Section 2.3(b) of the Custodial Agreement in the form attached thereto
        as
        Exhibit Two.

       

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

       

      IRS:
        The Internal Revenue Service.

       

      Issuing
        Entity or Issuer: Bear Stearns ARM Trust 2007-2, a Delaware statutory trust,
        or its successor in interest.

       

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

       

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

       

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

       

      Liquidated
        Mortgage Loan: With respect to any Payment Date, a defaulted Mortgage Loan
        that has been liquidated through deed-in-lieu of foreclosure, foreclosure
        sale,
        indenture trustee’s sale or other realization as provided by applicable law
        governing the real property subject to the related Mortgage and any security
        agreements and as to which the related Servicer has certified in the related
        Prepayment Period that it has received all amounts it expects to receive
        in
        connection with such liquidation.

       

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

       

      Liquidation
        Expenses: With respect to a Mortgage Loan in liquidation, unreimbursed
        expenses paid or incurred by or for the account of the Master Servicer or
        the
        related 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: Cash received in connection with the liquidation of a defaulted
        Mortgage Loan, whether through trustee’s sale, foreclosure sale, Insurance
        Proceeds, condemnation proceeds or otherwise.

       

      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:  As defined in Section 3.24(c) of the
        Indenture.

       

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

       

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

       

      Majority
        Certificateholder: A Holder of a 50.01% or greater Certificate Percentage
        Interest of the Trust Certificates.

       

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

       

      Master
        Servicer Compensation: As defined in Section 3.13 of the Sale and Servicing
        Agreement.

       

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

       

      Master
        Servicer Information: The meaning specified in Section 3.17(b) of the Sale
        and Servicing Agreement.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Monthly
        Advance: The aggregate of all payments of principal and interest, net of the
        Servicing Fee, that were due during the related Due Period on the Mortgage
        Loans
        serviced by it and that were delinquent on the related Due Date (other than
        shortfalls in interest due to the application of the Relief Act or similar
        state
        or local law).

       

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

       

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

       

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

       

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

       

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

       

      Mortgage
        Loan: Any of the
        Mortgage Loans
        included in the Trust Estate as of the Closing Date.  The aggregate
        principal balance of the Mortgage Loans as of the Cut-off Date is equal to
        approximately $1,086,615,226.90.

       

      Mortgage
        Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
        June 29, 2007, between Alesco Loan Holdings Trust, as mortgage loan seller,
        and
        Structured Asset Mortgage Investments II Inc., as purchaser, and all amendments
        thereof and supplements thereto, attached to the Sale and Servicing Agreement
        as
        Exhibit E.

       

      Mortgage
        Loan Schedule: The Preliminary and Final Mortgage Loan Schedules shall set
        forth the following information with respect to each Mortgage Loan:

       

      
        	
                (a)  

              	
                the
                  city, state and zip code of the Mortgaged
                  Property;

              


        	 	 


      

      
        	
                (b)  

              	
                the
                  property type;

              


        	 	 


      

      
        	
                (c)  

              	
                the
                  Mortgage Interest Rate;

              


        	 	 


      

      
        	
                (d)  

              	
                the
                  Servicing Fee Rate;

              


        	 	 


      

      
        	
                (e)  

              	
                the
                  Master Servicer's Fee Rate, if
                  applicable;

              


        	 	 


      

      
        	
                (f)  

              	
                the
                  LPMI Fee, if applicable;

              


        	 	 


      

      
        	
                (g)  

              	
                the
                  Indenture Trustee Fee Rate, if
                  applicable;

              


        	 	 


      

      
        	
                (h)  

              	
                the
                  Net Rate;

              


        	 	 


      

      
        	
                (i)  

              	
                the
                  maturity date;

              


        	 	 


      

      
        	
                (j)  

              	
                the
                  stated original term to maturity;

              


        	 	 


      

      
        	
                (k)  

              	
                the
                  stated remaining term to maturity;

              


        	 	 


      

      
        	
                (l)  

              	
                the
                  original Principal Balance;

              


        	 	 


      

      
        	
                (m)  

              	
                the
                  first payment date;

              


        	 	 


      

      
        	
                (n)  

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

              


        	 	 


      

      
        	
                (o)  

              	
                the
                  unpaid Principal Balance as of the Cut-off
                  Date;

              


        	 	 


      

      
        	
                (p)  

              	
                the
                  Loan-to-Value Ratio at origination;

              


        	 	 


      

      
        	
                (q)  

              	
                the
                  insurer of any Primary Mortgage Insurance
                  Policy;

              


        	 	 


      

      
        	
                (r)  

              	
                the
                  Gross Margin, if applicable;

              


        	 	 


      

      
        	
                (s)  

              	
                the
                  next Adjustment Date, if applicable;

              


        	 	 


      

      
        	
                (t)  

              	
                the
                  Maximum Lifetime Mortgage Rate, if
                  applicable;

              


        	 	 


      

      
        	
                (u)  

              	
                the
                  Minimum Lifetime Mortgage Rate, if
                  applicable;

              


        	 	 


      

      
        	
                (v)  

              	
                the
                  Periodic Rate Cap, if applicable;

              


        	 	 


      

      
        	
                (w)  

              	
                the
                  Loan Group, if applicable;

              


        	 	 


      

      
        	
                (x)  

              	
                a
                  code indicating whether the Mortgage Loan is negatively
                  amortizing;

              


        	 	 


      

      
        	
                (y)  

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

              


        	 	 


      

      
        	
                (z)  

              	
                the
                  Prepayment Charge, if any;

              


        	 	 


      

      
        	
                (aa)  

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

              


        	 	 


      

      
        	
                (bb)  

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

              


        	 	 


      

      
        	
                (cc)  

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

              


        	 	 


      

      
        	
                (dd)  

              	
                the
                  interest-only term, if applicable;

              


        	 	 


      

      
        	
                (ee)  

              	
                the
                  Mortgage Loan Seller; and

              


        	 	 


      

      
        	
                (ff)  

              	
                the
                  original amortization term.

              


      

      


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

      


      Mortgage
        Loan Seller or Seller: Alesco Loan Holdings Trust.

       

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

       

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

       

      Mortgagor:
        The obligor on a Mortgage Note.

       

      Net
        Collections: With respect to any Liquidated Mortgage Loan, an amount equal
        to all payments on account of interest and principal on such Mortgage
        Loan.

       

      Net
        Interest Shortfall:  With respect to any Payment Date, the
        Interest Shortfall, if any, for such Payment Date net of Compensating Interest
        made with respect to such Payment Date, together with Interest Shortfalls
        due to
        the application of the Relief Act or similar state laws.

       

      Net
        Liquidation Proceeds: With respect to any Liquidated Mortgage Loan,
        Liquidation Proceeds and Subsequent Recoveries net of unreimbursed advances
        by
        the related Servicer, Monthly Advances, expenses incurred by the related
        Servicer in connection with the liquidation of such Mortgage Loan and the
        related mortgaged property, and any other amounts payable to the related
        Servicer under the related Servicing Agreement.

       

      Net
        Rate or Net Mortgage Rate: For any Mortgage Loan, the then applicable
        Mortgage Rate thereon less the Servicing Fee Rate.

       

      Non-REMIC-Eligible
        Asset:  Any asset in the Trust Estate at the time of a REMIC
        Conversion that would not be permissible for inclusion in any REMIC created
        thereby by reason of its failing to qualify for treatment as a “qualified
        mortgage” or a “permitted investment”, each as defined in Section 860G of the
        Code, or with respect to any “qualified mortgage” that is then 60 or more days
        Delinquent, by reason of the absence of the necessary foreclosure restrictions
        relating to it in the Underlying REMIC Trust Pooling and Servicing
        Agreement.

       

      Nonrecoverable
        Advance: Any advance or Monthly Advance (i) which was previously made or is
        proposed to be made by the Master Servicer, the Indenture Trustee solely
        as
        successor master servicer, or the related Servicer and (ii) which, in the
        good
        faith judgment of the Master Servicer, the Indenture Trustee as successor
        Master
        Servicer or the related Servicer, will not or, in the case of a proposed
        advance
        or Monthly Advance, would not, be ultimately recoverable by the Master Servicer,
        the Indenture Trustee as successor Master Servicer, or the related 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.

       

      Note:
        A Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class
        III-A-2, Class IV-A-1, Class IV-A-2, Class X, Class B-1, Class B-2, Class
        B-3,
        Class B-4, Class B-5 or Class B-6 Note.

       

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

       

      Note
        Interest
        Rate:  The Note Interest Rate with respect to the Class I-A-1
        Notes and Class I-A-2 Notes, prior to the related Note Rate Change Date,
        the
        lesser of (i) 5.000% per annum and (ii) the related Available Funds Rate;
        and
        thereafter, the least of (i) Six-Month LIBOR Note Index (determined every
        six
        months) plus 1.875% per annum, (ii) 11.150% per annum and (iii) the related
        Available Funds Rate. The Note Interest Rate with respect to the Class II-A-1
        Notes and Class II-A-2 Notes, prior to the related Note Rate Change Date,
        the
        lesser of (i) 5.875% per annum and (ii) the related Available Funds Rate;
        and
        thereafter, the least of (i) One-Year LIBOR Note Index (determined annually)
        plus 1.875% per annum, (ii) 11.150% per annum and (iii) the related Available
        Funds Rate. The Note Interest Rate with respect to the Class III-A-1 Notes
        and
        Class III-A-2 Notes, prior to the related Note Rate Change Date, the lesser
        of
        (i) 5.875% per annum and (ii) the related Available Funds Rate; and thereafter,
        the least of (i) One-Year LIBOR Note Index (determined annually) plus 1.900%
        per
        annum, (ii) 11.000% per annum and (iii) the related Available Funds Rate.
        The
        Note Interest Rate with respect to the Class IV-A-1 Notes and Class IV-A-2
        Notes, prior to the related Note Rate Change Date, the lesser of (i) 6.000%
        per
        annum (and (ii) the related Available Funds Rate; and thereafter, the least
        of
        (i) One-Year U.S. Treasury Note Index (determined annually) plus 2.350% per
        annum, (ii) 10.425% per annum  and (iii) the related Available Funds
        Rate.

       

      Note
        Owner: The Beneficial Owner of a Note.

       

      Note
        Principal Balance: With respect to any Note (other than the Class X Notes)
        as of any Payment Date, will equal such Note’s initial principal balance on the
        Closing Date, as reduced by (i) all amounts distributed on previous Payment
        Dates on such Note with respect to principal, (ii) the principal portion
        of all
        Realized Losses allocated prior to such Payment Date to such Note (taking
        into
        account the applicable Loss Allocation Limitation) and (iii) in the case
        of a
        Subordinate Note, such Class’s pro rata share, if any, of the applicable
        Subordinate Writedown Amount for previous Payment Dates, plus any Subsequent
        Recoveries added to the Note Principal Balance of such Note. With respect
        to any
        Class of Notes (other than the Class X Notes), the Note Principal Balance
        thereof shall be equal to the sum of the Note Principal Balances of all
        Outstanding Notes of such Class.

       

      Note
        Rate Change Date: With respect to the Class I-A-1 Notes and Class I-A-2
        Notes, the Payment Date occurring in November 2010. With respect to the Class
        II-A-1 Notes and Class II-A-2 Notes, the Payment Date occurring in November
        2011. With respect to the Class III-A-1 Notes and Class III-A-2 Notes, the
        Payment Date occurring in November 2013. With respect to the Class IV-A-1
        Notes
        and Class IV-A-2 Notes, the Payment Date occurring in November
        2016.

       

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

       

      Notional
        Amount:  With respect to the Class X Notes and each Payment Date,
        an amount equal to the aggregate Note Principal Balance of the Senior Notes
        before giving effect to distributions to be made on such Payment
        Date.

       

      Offered
        Noteholder: A holder of an Offered Note.

       

      Offered
        Notes: The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class
        III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes.

       

      Officer’s
        Certificate: With respect to the Master Servicer, a certificate signed by
        the President, Managing Director, a Director, a Vice President or an Assistant
        Vice President, of the Master Servicer and delivered to the Indenture Trustee
        or
        the Securities Administrator, as applicable. With respect to the Issuing
        Entity,
        a certificate signed by any Authorized Officer of the Issuing Entity, under
        the
        circumstances described in, and otherwise complying with, the applicable
        requirements of Section 10.01 of the Indenture, and delivered to the Indenture
        Trustee. Unless otherwise specified, any reference in the Indenture to an
        Officer’s Certificate shall be to an Officer’s Certificate of any Authorized
        Officer of the Issuer.

       

      One-
        Year U.S. Treasury Note Index:  The weekly average yield on U.S.
        Treasury securities adjusted to a constant maturity of one year as reported
        by
        the Federal Reserve Board in statistical Release No. H.15(519), on the related
        Interest Determination Date or, if not so available, as most recently available
        immediately prior to such Interest Determination Date.

       

      Opinion
        of Counsel:  A written opinion of counsel acceptable to the
        Indenture Trustee in its reasonable discretion which counsel may be in-house
        counsel for the Depositor or the Seller if acceptable to the Indenture Trustee
        and the Rating Agencies or outside counsel for the Depositor, the Seller,
        the
        Issuing Entity or the Master Servicer, as the case may be.

       

      Optional
        Termination Date: The Payment Date occurring after the first Payment Date
        for which the sum of the aggregate Scheduled Principal Balance of the Mortgage
        Loans as of the end of the related Due Period is reduced to 10% or less of
        the
        Cut-off Date Balance.

       

      Original
        Subordinate Principal Balance:  The aggregate Note Principal
        Balance of the Class B Notes 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:
        With respect to the Notes, as of the date of determination, all Notes
        theretofore executed, authenticated and delivered under this Indenture
        except:

       

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

       

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

       

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

       

      Overcollateralized
        Group: The Senior Notes related to any Loan Group whose aggregate Note
        Principal Balance is less than the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans in such Loan Group.

       

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

       

      Owner
        Trustee: Wilmington Trust Company, and its successors and assigns or any
        successor owner trustee appointed pursuant to the terms of the Trust
        Agreement.

       

      Payment
        Account: The trust account or accounts created and maintained pursuant to
        Section 3.01 of the Indenture, which shall be denominated Wells Fargo Bank,
        N.A., as Securities Administrator f/b/o holders of Bear Stearns ARM Trust
        2007-2, Mortgage-Backed Notes, Series 2007-2 - Payment Account.” The Payment
        Account shall be an Eligible Account.

       

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

       

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

       

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

       

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

       

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

       

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

       

      (ii)           (a)
        demand or time deposits, federal funds or bankers’ acceptances issued by any
        depository institution or trust company incorporated under the laws of the
        United States of America or any state thereof (including the Indenture Trustee,
        Securities Administrator or the Master Servicer or its Affiliates acting
        in its
        commercial banking capacity) and subject to supervision and examination by
        federal and/or state banking authorities, provided that the commercial paper
        and/or the short-term debt rating and/or the long-term unsecured debt
        obligations of such depository institution or trust company at the time of
        such
        investment or contractual commitment providing for such investment have the
        Applicable Credit Rating or better from the Rating Agencies;

       

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

       

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

       

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

       

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

       

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

       

      (viii)          any
        money market or common trust fund having the Applicable Credit Rating or
        better
        from the Rating Agencies rating such fund, including any such fund for which
        the
        Securities Administrator or Master Servicer or any affiliate of the Securities
        Administrator or Master Servicer acts as a manager or an advisor; provided,
        however, that no instrument or security shall be a Permitted Investment if
        such
        instrument or security evidences a right to receive only interest payments
        with
        respect to the obligations underlying such instrument or if such security
        provides for payment of both principal and interest  with a yield to
        maturity in excess of 120% of the yield to maturity at par or if such instrument
        or security is purchased at a price greater than par as determined by the
        Master
        Servicer.

       

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

       

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

       

      Plan
        Assets: Assets of a Plan within the meaning of Department of Labor
        regulation 29 C.F.R. § 2510.3-101.

       

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

       

      Prepayment
        Interest Shortfall: As to any Payment Date, Interest Shortfalls, if any, of
        the type described in clauses (a) and (b) of the definition thereof, for
        such
        Payment Date, net of Compensating Interest Payments made with respect to
        such
        Payment Date.

       

      Prepayment
        Period: With respect to any Mortgage Loan and any Payment Date, the period
        set forth in the related Servicing Agreements.

       

      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 Payment Date.

       

      Principal
        Funds:  With respect to a Payment Date and each Loan Group, are
        equal to (x) the sum, without duplication, of (i) the scheduled principal
        collected on the Mortgage Loans in the related Loan Group during the related
        Due
        Period or advanced by the related Servicer or Master Servicer, (ii) prepayments
        of principal in respect of the Mortgage Loans in the related Loan Group,
        exclusive of any prepayment charges, collected in the related Prepayment
        Period,
        (iii) the Outstanding Principal Balance of each Mortgage Loan in the related
        Loan Group that was repurchased by the related Underlying Seller or the Sponsor,
        as applicable, the amount, if any, by which the aggregate unpaid principal
        balance of any replacement mortgage loans in the related Loan Group is less
        than
        the aggregate unpaid principal balance of any deleted mortgage loans in the
        related Loan Group delivered by the related Underlying Seller or the Sponsor,
        as
        applicable, in connection with a substitution of a Mortgage Loan in the related
        Loan Group, (iv) all Liquidation Proceeds and Subsequent Recoveries collected
        during the related Prepayment Period on the Mortgage Loans in the related
        Loan
        Group, to the extent such Liquidation Proceeds and Subsequent Recoveries
        relate
        to principal, less all non-recoverable advances relating to principal reimbursed
        during the related Due Period, and (v) such Loan Group’s pro rata share (based
        on the aggregate Scheduled Principal Balance) of the principal portion of
        the
        purchase price of the assets of the Issuing Entity upon the exercise by the
        majority holder of the Owner Trust Certificates of its optional termination
        right and (vi) all amounts relating to principal included in the proceeds
        from
        the liquidation of REO Properties and Non-REMIC-Eligible Assets pursuant
        to
        Section 11.01(a)(i) of the Indenture remitted by the Securities Administrator
        to
        the Payment Account; minus (y) the sum of (a) any amounts required to be
        reimbursed to the Sponsor, the Servicers, the Master Servicer, the Securities
        Administrator, the Custodians or the Indenture Trustee as provided in the
        Indenture to the extent related to such Loan Group (or, if such reimbursement
        or
        payment is not related to a Loan Group, then such Loan Group’s pro rata share
        (based on the aggregate Scheduled Principal Balances of each Loan Group)
        of such
        reimbursement or payment), to the extent not reimbursed from the Interest
        Funds
        from any Loan Group for such Payment Date, and (b) any Capitalization
        Reimbursement Amount to the extent such amount relates to any Mortgage Loan
        in
        the related Loan Group.

       

      Principal
        Prepayment: With respect to each Loan Group any payment or other recovery of
        principal on a Mortgage Loan in the related Loan Group 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.

       

      Privately
        Offered Notes: Any of the Class X, Class B-1, Class B-2, Class B-3, Class
        B-4, Class B-5 and Class B-6 Notes.

       

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

       

      Proportionate
        Owner: Any Holder of both the Certificates and each Class of the Class X
        Notes and Class B Notes whose percentage interest in the Certificates is
        identical to such Holder’s percentage interest in each Class of the Class X
        Notes and Class B Notes.

       

      Prospectus
        Supplement:  The supplement, dated June 28, 2007, to the
        Prospectus, dated June 28, 2007, relating to certain classes of the
        Notes.

       

      Protected
        Account: The trust account or accounts created and maintained by the
        Servicers pursuant to the related Servicing Agreement.  Each Protected
        Account shall be an Eligible Account.

       

      Publicly
        Offered Notes: Any of the Class I-A-1, Class I-A-2, Class II-A-1, Class
        II-A-2, Class III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2
        Notes.

       

      Purchaser:
        Structured Asset Mortgage Investments II Inc., a Delaware corporation, and
        its
        successors and assigns.

       

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

       

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

       

      Rating
        Confirmation:  A letter from each Rating Agency then providing a
        rating for any of the Notes at the request of the Issuer confirming that
        the
        action proposed to be taken by the Issuer will not, in and of itself, result
        in
        a downgrade of any of the ratings then applicable to the Notes, or cause
        any
        Rating Agency to suspend or withdraw the ratings then applicable to the
        Notes.

       

      Realized
        Loss: With respect to a Mortgage Loan in each Loan Group is (1) a Bankruptcy
        Loss or (2) as to any Liquidated Mortgage Loan in the related Loan Group,
        the
        unpaid principal balance thereof plus accrued and unpaid interest thereon
        payable to the Issuing Entity at the mortgage rate through the last day of
        the
        month of liquidation less the Net Liquidation Proceeds with respect to such
        Mortgage Loan and the related Mortgaged Property. With respect to each Mortgage
        Loan which
        is the subject of a Servicing Modification during the calendar month immediately
        preceding the related Distribution Date, the sum of (a) the total amount
        of
        interest and principal which is forgiven with respect to the related Mortgage
        Loan and (b) the amount of any Advances and Servicing Advances, to the extent
        forgiven, made by the Master Servicer with respect to such Mortgage Loan
        which
        are reimbursable from the Trust to the Master Servicer with respect to that
        Servicing Modification; provided that, the amounts expressed in clause (a)
        above
        shall not include the amounts expressed in clause (b) above. 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
        Note Principal Balance of any Class of related Notes (other than the Class
        X
        Notes) on any Payment Date.

       

      Record
        Date: With respect to any Class of Notes and the Trust Certificate and any
        Payment Date, the close of business on the last Business Day of the calendar
        month immediately preceding such Payment Date.

       

      Redemption
        Price: The meaning specified in Section 8.07(a) of the
        Indenture.

       

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

       

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

       

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

       

      Relief
        Act: Servicemembers Civil Relief Act.

       

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

       

      REMIC
        Certificates:  Any of the pass-through certificates issued by the
        Underlying REMIC Trust in connection with a REMIC Conversion pursuant to
        the
        Underlying REMIC Trust Pooling and Servicing Agreement, as described in Article
        XI of the Indenture.

       

      REMIC
        Class A Certificates:  Any of the REMIC Certificates issued by the
        Underlying REMIC Trust in connection with a REMIC Conversion pursuant to
        the
        Underlying REMIC Trust Pooling and Servicing Agreement, as described in Article
        XI of the Indenture, each of which will represent senior interests in the
        Underlying REMIC Trust and will bear a class designation corresponding to
        one of
        the Classes of the then outstanding Classes of Class A Notes.

       

      REMIC
        Class A Indenture:  A new indenture into and under which the
        parties to the Indenture shall enter and agree to be bound in connection
        with a
        REMIC Conversion, as described in Article XI of the Indenture.

       

      REMIC
        Class A Notes:  Any of the new classes of notes issued by the
        Issuing Entity in connection with a REMIC Conversion pursuant to the REMIC
        Class
        A Indenture, as described in Article XI of the Indenture, each of which will
        bear a class designation corresponding to one of the Classes of the then
        outstanding Classes of Class A Notes.

       

      REMIC
        Conversion:  The totality of events and actions specified in
        Article XI of the Indenture occurring upon notice of a TMP Trigger Event
        that
        results in a conversion of the Trust Estate and its related structure into
        a
        pool of assets qualifying for treatment as one or more REMICs for federal
        income
        tax purposes and each of the Notes and Certificates into “regular interests” or
“residual interests” in a REMIC for federal income tax purposes.

       

      REMIC
        Privately Offered Certificates:  Any of the REMIC Certificates
        issued by the Underlying REMIC Trust in connection with a REMIC Conversion
        pursuant to the Underlying REMIC Trust Pooling and Servicing Agreement, as
        described in Article XI of the Indenture, each of which will represent
        subordinate interests in the Underlying REMIC Trust and will bear a class
        designation corresponding to one of the Classes of the then outstanding Classes
        of Class X Notes or Class B Notes.

       

      REMIC
        Securities:  Any of the REMIC Certificates or REMIC Class A
        Notes.

       

      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.

       

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

       

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

       

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

       

      Request
        for Release:  A request for release in the form attached to
        Exhibit B to the Sale and Servicing Agreement.

       

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

       

      Reserve
        Fund: The reserve fund maintained by the Securities Administrator in the
        name of the Indenture Trustee and for the benefit of the Noteholders and
        created
        pursuant to Section 3.04 of the Indenture.

       

      Reserve
        Interest Rate: With respect to any Interest Determination Date for the
        Offered Notes, the rate per annum that the Securities Administrator determines
        to be either (i) the arithmetic mean (rounded upwards if necessary to the
        nearest whole multiple of 0.0625%) of the one-year United States dollar lending
        rates which New York City banks selected by the Securities Administrator
        are
        quoting on the relevant Interest Determination Date to the principal London
        offices of leading banks in the London interbank market or (ii) in the event
        that the Securities Administrator can determine no such arithmetic mean,
        the
        lowest one-month United States dollar lending rate which New York City banks
        selected by the Securities Administrator are quoting on such Interest
        Determination Date to leading European banks.

       

      Residual
        Certificates:  Any of the new certificates to be issued by the
        Trust in connection with a REMIC Conversion pursuant to Section 11.01 of
        the
        Trust Agreement, each evidencing the sole class of "residual interests" in
        a
        REMIC created in connection with such REMIC Conversion pursuant to the REMIC
        Class A Indenture.

       

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

       

      Sale
        Agreement: Any of American Home Sale Agreement, Citigroup Sale Agreement,
        Countrywide Sale Agreement and Wells Fargo Sale Agreement, as
        applicable.

       

      Sale
        and Servicing Agreement: The Sale and Servicing Agreement, dated as of June
        29, 2007, among the Issuing Entity, the Sponsor, the Indenture Trustee, the
        Master Servicer, the Securities Administrator and the Depositor.

       

      Sarbanes-Oxley
        Certification: The meaning specified in Section 3.17(a)(iii)(D) of the Sale
        and Servicing Agreement.

       

      Sarbanes-Oxley
        Act: The Sarbanes-Oxley Act of 2002, as amended from time to
        time.

       

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

       

      Scheduled
        Principal: The principal portion of any Scheduled Payment.

       

      Scheduled
        Principal Balance:  With respect to any Mortgage Loan and any
        Payment Date (1) the sum of (a) the unpaid principal balance of such Mortgage
        Loan as of the close of business on the related Due Date (taking account
        of the
        principal payment to be made on such Due Date and irrespective of any
        delinquency in its payment), as specified in the amortization schedule at
        the
        time relating thereto (before any adjustment to such amortization schedule
        by
        reason of any bankruptcy or similar proceeding occurring after the Cut-off
        Date
        (other than a Deficient Valuation) or any moratorium or similar waiver or
        grace
        period) and (b) the amount by which the Scheduled Principal Balance of the
        Mortgage Loan has been increased pursuant to a Servicing Modification less
        (2)
        any Principal Prepayments and the principal portion of any Excess Liquidation
        Proceeds received during or prior to the immediately preceding Prepayment
        Period; provided that the Scheduled Principal Balance of any Liquidated Mortgage
        Loan is zero.

       

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

       

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

       

      Securities
        Administrator Information: The meaning specified in Section 3.17(b) of the
        Sale and Servicing Agreement.

       

      Security:
        Any of the Certificates or Notes.

       

      Securityholder
        or Holder: Any Noteholder or Certificateholder.

       

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

       

      Seller:
        Alesco Loan Holdings Trust.

       

      Senior
        Notes: The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class
        III-A-1, Class III-A-2, Class IV-A-1 and Class IV-A-2 Notes.

       

      Senior
        Optimal Principal Amount:  With respect to each group of the
        Senior Notes related to a Loan Group and each Payment Date, an amount equal
        to
        the sum, without duplication, of the following but in no event greater than
        the
        aggregate Note Principal Balance of such group of Senior Notes, immediately
        prior to such Payment Date:

       

      (1)
        the
        applicable Senior Percentage of the principal portion of all Monthly Payments
        due on each Outstanding Mortgage Loan in the related Loan Group on the related
        Due Date as specified in the amortization schedule at the time applicable
        thereto (after adjustments for previous Principal Prepayments but before
        any
        adjustment to such amortization schedule by reason of any bankruptcy or similar
        proceeding or any moratorium or similar waiver or grace period);

       

      (2)
        the
        applicable Senior Prepayment Percentage of the Scheduled Principal Balance
        of
        each Mortgage Loan in the related Loan Group which was the subject of a
        Principal Prepayment in full received by the related Servicer during the
        related
        Prepayment Period;

       

      (3)
        the
        applicable Senior Prepayment Percentage of all Principal Prepayments in part
        received by the related Servicer during the related Prepayment Period with
        respect to each Mortgage Loan in the related Loan Group;

       

      (4)
        the
        lesser of (a) the applicable Senior Prepayment Percentage of the sum of (i)
        all
        Net Liquidation Proceeds allocable to principal received in respect of each
        Mortgage Loan in the related Loan Group which became a Liquidated Mortgage
        Loan
        during the related Prepayment Period (other than Mortgage Loans described
        in the
        immediately following clause (ii)) and all Subsequent Recoveries received
        in
        respect of each Liquidated Mortgage Loan in the related Loan Group during
        the
        related Due Period and (ii) the Scheduled Principal Balance of each such
        Mortgage Loan purchased by an insurer from the Indenture Trustee during the
        related Prepayment Period pursuant to the related Primary Mortgage Insurance
        Policy, if any, or otherwise; and (b) the applicable Senior Percentage of
        the
        sum of (i) the Scheduled Principal Balance of each Mortgage Loan in the related
        Loan Group which became a Liquidated Mortgage Loan during the related Prepayment
        Period (other than the Mortgage Loans described in the immediately following
        clause (ii)) and all Subsequent Recoveries received in respect of each
        Liquidated Mortgage Loan in the related Loan Group during the related Due
        Period
        and (ii) the Scheduled Principal Balance of each such Mortgage Loan that
        was
        purchased by an insurer from the Indenture Trustee during the related Prepayment
        Period pursuant to the related Primary Mortgage Insurance Policy, if any
        or
        otherwise; and

       

      (5)
        the
        applicable Senior Prepayment Percentage of the sum of (a) the Scheduled
        Principal Balance of each Mortgage Loan in the related Loan Group which was
        repurchased by the Seller or the Underlying Seller or purchased pursuant
        to
        optional termination or purchased in connection with a REMIC Conversion,
        as
        applicable, in connection with such Payment Date and (b) the excess, if any,
        of
        the Scheduled Principal Balance of a Mortgage Loan in the related Loan Group
        that has been replaced by the Seller or the Underlying Seller, as applicable,
        with an Eligible Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase
        Agreement or the related Sale Agreement, as applicable, in connection with
        such
        Payment Date over the Scheduled Principal Balance of such Eligible Substitute
        Mortgage Loan.

       

      Senior
        Percentage:  With respect to the Senior Notes related to a Loan
        Group, the lesser of (a) 100% and (b) the percentage obtained by dividing
        the
        aggregate Note Principal Balance of the related Senior Notes of such Loan
        Group
        as of the beginning of the related Due Period. The initial Senior Percentage
        will be equal to approximately 94.00%.

       

      Senior
        Prepayment Percentage:  The Senior Prepayment Percentage for the
        Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class III-A-1, Class
        III-A-2, Class IV-A-1 and Class IV-A-2 Notes, as applicable, on any Payment
        Date
        occurring during the periods set forth below will be as follows:

       

      
        	
                Period
                  (dates inclusive)

              	
                Senior
                  Prepayment Percentage

              
	
                July
                  25, 2007– June 25, 2014

              	
                100%

              
	
                July
                  25, 2014 – June 25, 2015

              	
                Senior
                  Percentage for the related Senior Notes plus 70% of the related
                  Subordinate Percentage

              
	
                July
                  25, 2015 – June 25, 2016

              	
                Senior
                  Percentage for the related Senior Notes plus 60% of the related
                  Subordinate Percentage

              
	
                July
                  25, 2016 – June 25, 2017

              	
                Senior
                  Percentage for the related Senior Notes plus 40% of the related
                  Subordinate Percentage

              
	
                July
                  25, 2017 – June 25, 2018

              	
                Senior
                  Percentage for the related Senior Notes plus 20% of the related
                  Subordinate Percentage

              
	
                July
                  25, 2018 and thereafter

              	
                Senior
                  Percentage for the related Senior
                  Notes

              


      

      


      Any
        scheduled reduction to the Senior Prepayment Percentage for the Senior Notes
        shall not be made as of any Payment Date unless, as of the last day of the
        month
        preceding such Payment Date (1) the aggregate Scheduled Principal Balance
        of the
        Mortgage Loans delinquent 60 days or more (including for this purpose any
        such
        Mortgage Loans in foreclosure and bankruptcy and such Mortgage Loans with
        respect to which the related mortgaged property has been acquired by the
        Issuing
        Entity) averaged over the last six months, as a percentage of the aggregate
        Note
        Principal Balance of the Subordinate Notes does not exceed 50% and (2)
        cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of
        the
        Original Subordinate Principal Balance if such Payment Date occurs between
        and
        including July 2014 and June 2015, (b) 35% of the Original Subordinate Principal
        Balance if such Payment Date occurs between and including July 2015 and June
        2016, (c) 40% of the Original Subordinate Principal Balance if such Payment
        Date
        occurs between and including July 2016 and June 2017, (d) 45% of the Original
        Subordinate Principal Balance if such Payment Date occurs between and including
        July 2017 and June 2018, and (e) 50% of the Original Subordinate Principal
        Balance if such Payment Date occurs during or after June 2018.

       

      In
        addition, if on any Payment Date the weighted average of the current Subordinate
        Percentages is equal to or greater than two times the weighted average of
        the
        initial Subordinate Percentages, and (a) the aggregate Scheduled Principal
        Balance of the Mortgage Loans delinquent 60 days or more (including for this
        purpose any such Mortgage Loans in foreclosure and bankruptcy and such Mortgage
        Loans with respect to which the related mortgaged property has been acquired
        by
        the Issuing Entity), averaged over the last six months, as a percentage of
        the
        aggregate Note Principal Balance of the Subordinate Notes does not exceed
        50%
        and (b)(i) on or prior to the Payment Date occurring in June 2010, cumulative
        Realized Losses on the Mortgage Loans as of the end of the related Prepayment
        Period do not exceed 20% of the Original Subordinate Principal Balance and
        (ii)
        after the Payment Date occurring in June 2010, cumulative Realized Losses
        on the
        Mortgage Loans as of the end of the related Prepayment Period do not exceed
        30%
        of the Original Subordinate Principal Balance, then, in each case, the Senior
        Prepayment Percentage for the related Senior Notes for such Payment Date
        will
        equal the related Senior Percentage for the Senior Notes; provided, however,
        if
        on such Payment Date the weighted average of the current Subordinate Percentages
        is equal to or greater than two times the weighted average of the initial
        Subordinate Percentages on or prior to the Payment Date occurring in June
        2010
        and the above delinquency and loss tests are met, then the Senior Prepayment
        Percentage for the related Senior Notes for such Payment Date, will equal
        the
        Senior Percentage for the Class I-A-1 Notes and Class I-A-2 Notes, Class
        II-A-1
        Notes and Class II-A-2 Notes, Class III-A-1 Notes and Class III-A-2 Notes,
        or
        Class IV-A-1 Notes and Class IV-A-2 Notes, as applicable, plus 50% of the
        related Subordinate Percentage on such Payment Date.

       

      Notwithstanding
        the foregoing, if on any Payment Date, the percentage, the numerator of which
        is
        the aggregate Note Principal Balance of the Senior Notes of a note group
        immediately preceding such Payment Date, and the denominator of which is
        the
        Scheduled Principal Balance of the Mortgage Loans in the related Loan Group
        as
        of the beginning of the related Due Period, exceeds such percentage as of
        the
        Cut-off Date, then the Senior Prepayment Percentage for the Senior Notes
        for
        such Payment Date will equal 100%.

       

      Servicer:
        Wells Fargo or Countrywide, as applicable.

       

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

       

      Servicing
        Agreement: Any of the Countrywide Servicing Agreement or Wells Fargo
        Servicing Agreement, as applicable.

       

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

       

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

       

                          Servicing
        Fee Rate: With respect to each Mortgage Loan, a rate
        ranging from 0.175% per annum to 0.375% per annum as set forth in the Mortgage
        Loan Schedule.

       

      Servicing
        Modification: Any
        modification of a Mortgage Loan which is effected by the Servicers in accordance
        with the terms of the related Servicing Agreements or the Sale and Servicing
        Agreement.

      


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

       

      Single
        Owner: Any Holder of a 100% interest in the Certificates and each Class of
        the Class X Notes and Class B Notes, directly or indirectly through one or
        more
        entities disregarded as entities separate from such Holder.

       

      Special
        Payment Date: The earliest date on which the proceeds from the liquidation
        of REO Properties and Non-REMIC Eligible Assets pursuant to Section 11.01(a)(i)
        of the Indenture remitted by the Securities Administrator to the Payment
        Account
        can be paid to the Notes; provided, however, such Special Payment
        Date shall occur no earlier than ten (10) Business Days after the completion
        of
        such liquidation.

       

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

       

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

       

      Subordinate
        Notes: Any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
        Class B-6 Notes.

       

      Subordinate
        Optimal Principal Amount: With respect to the Subordinate Notes and each
        Payment Date and each Loan Group will be an amount equal to the sum of the
        following (but in no event greater than the aggregate Note Principal Balance
        of
        the Subordinate Notes immediately prior to such Payment Date):

       

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

       

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

       

      (iii)           the
        applicable Subordinate Prepayment Percentage of all partial prepayments of
        principal received during the applicable Prepayment Period for each Mortgage
        Loan in the related Loan Group;

       

      (iv)           the
        excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
        received during the related Prepayment Period in respect of each Liquidated
        Mortgage Loan in the related Loan Group and all Subsequent Recoveries received
        in respect of each Liquidated Mortgage Loan in the related Loan Group during
        the
        related Due Period over (b) the sum of the amounts distributable to the holders
        of the Senior Notes pursuant to clause (4) of the definition of “Senior Optimal
        Principal Amount” on such Payment Date;

       

      (v)           the
        applicable Subordinate Prepayment Percentage of the sum of (a) the Scheduled
        Principal Balance of each Mortgage Loan in the related Loan Group which was
        repurchased by the Seller or the Underlying Seller or purchased pursuant
        to
        optional termination or purchased in connection with a REMIC Conversion,
        as
        applicable, in connection with such Payment Date and (b) the difference,
        if any,
        between the Scheduled Principal Balance of each Mortgage Loan that has been
        replaced by the Seller or the Underlying Seller, as applicable, with a
        substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement
        or the
        related Sale Agreement, as applicable, in connection with such Payment Date
        and
        the Scheduled Principal Balance of each such substitute mortgage loan;
        and

       

      (vi)           on
        the Payment Date on which the Note Principal Balances of the Senior Notes
        have
        all been reduced to zero, 100% of any applicable Senior Optimal Principal
        Amount.

       

      Subordinate
        Percentage:  As of any Payment Date with respect to any Loan
        Group, 100% minus the related Senior Percentage for the Senior Notes related
        to
        such Loan Group. The initial Subordinate Percentage will be equal to
        approximately 6.00%.

       

      Subordinate
        Prepayment Percentage:  As of any Payment Date and with respect to
        any Loan Group, 100% minus the related Senior Prepayment Percentage for such
        Loan Group, except that on any Payment Date after the Note Principal Balance
        of
        each class of Senior Notes of the related Loan Group have each been reduced
        to
        zero, if (A) the weighted average of the Subordinate Percentages on such
        Payment
        Date equals or exceeds two times the initial weighted average of the Subordinate
        Percentages and (B) the aggregate Scheduled Principal Balance of the Mortgage
        Loans delinquent 60 days or more (including for this purpose any such Mortgage
        Loans in foreclosure and bankruptcy and Mortgage Loans with respect to which
        the
        related Mortgaged Property has been acquired by the Issuing Entity), averaged
        over the last six months, as a percentage of the aggregate Note Principal
        Balance of the Subordinate Notes does not exceed 50%, the Subordinate Prepayment
        Percentage for the Subordinate Notes with respect to such Loan Group will
        equal
        100%. If the above test is not satisfied on any Payment Date after the Note
        Principal Balance of each class of Senior Notes of the related Loan Group
        have
        each been reduced to zero, then the Subordinate Prepayment Percentage with
        respect to such Loan Group shall equal zero for such Payment Date.

       

      Subordinate
        Writedown  Amount:  With respect to the Subordinate
        Notes,  the amount by which (a) the sum of the Note Principal Balances
        of the  Class B Notes (after giving effect to the distribution of
        principal and the allocation of applicable Realized Losses in reduction on
        a pro
        rata basis of the Note Principal Balances of such Notes on such Payment Date)
        exceeds (b) the aggregate Scheduled Principal Balances of the Mortgage Loans
        on
        the Due Date related to such Payment Date.

       

      Substitute
        Mortgage Loan: A Mortgage Loan tendered to the Indenture Trustee pursuant to
        the Mortgage Loan Purchase Agreement or the Sale and Servicing 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 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.

       

      Subsequent
        Recoveries: Means any amount recovered by the related Servicer or the Master
        Servicer (net of reimbursable expenses) with respect to a Liquidated Mortgage
        Loan with respect to which a Realized Loss was incurred after the liquidation
        or
        disposition of such Mortgage Loan.

       

      TMP
        Trigger Event:  A sale or other transfer of the Class X Notes,
        Class B Notes or Certificates, or any ownership interest therein, that would
        cause the Issuing Entity to be a “taxable mortgage pool” for federal income tax
        purposes.

       

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

       

      Trust:
        The Bear Stearns ARM Trust 2007-2 created pursuant to the Trust
        Agreement.

       

      Trust
        Agreement: The Short Form Trust Agreement, dated as of June 26, 2007, as
        amended by the Amended and Restated Trust Agreement, dated as of June 29,
        2007,
        among the Owner Trustee, the Depositor and the Securities
        Administrator.

       

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

       

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

       

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

       

      Undercollateralized
        Amount: The amount, if any, on any Payment Date by which the aggregate Note
        Principal Balance of the Senior Notes related to a Loan Group (after giving
        effect to distributions to be made on that Payment Date) is greater than
        the
        aggregate Scheduled Principal Balance of the Mortgage Loans in such Loan
        Group.

       

      Undercollateralized
        Group: The Senior Notes related to a Loan Group with respect to which there
        is an Undercollateralized Amount.

       

      Underlying
        REMIC Trust:  The new trust created in connection with a REMIC
        Conversion for the purposes of, among other things, holding the then remaining
        assets in the Trust Estate (other than the Non-REMIC-Eligible Assets) and
        issuing the REMIC Certificates, all as described in Article XI of the Indenture,
        pursuant to the Underlying REMIC Trust Pooling and Servicing
        Agreement.

       

      Underlying
        REMIC Trust Pooling and Servicing Agreement: A new pooling and servicing
        agreement into and under which the parties to the Indenture shall enter and
        agree to be bound in connection with a REMIC Conversion, as described in
        Article
        XI of the Indenture.

       

      Underlying
        Seller: American Home, Countrywide Home Loans, Wells Fargo or Citi, as
        applicable, and in each case is the entity making the representations and
        warranties under the related Sale Agreement. American
        Home is the Underlying Seller with respect to the Mortgage Loans sold pursuant
        to the American Home Sale Agreement.  Citigroup is the Underlying
        Seller with respect to the Mortgage Loans sold pursuant to the Citigroup
        Sale
        Agreement.  Countrywide is the Underlying Seller with respect to the
        Mortgage Loans sold pursuant to the Countrywide Sale Agreement.  Wells
        Fargo is the Underlying Seller with respect to the Mortgage Loans sold pursuant
        to the Wells Fargo Sale Agreement.

       

      Underwriter:
        Bear, Stearns & Co. Inc.

       

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

       

      Wells
        Fargo Bank: Wells Fargo Bank, N.A.

       

      Wells
        Fargo Bank Custodial Agreement: The Wells Fargo Bank Custodial Agreement,
        dated as of June 29, 2007, among the Issuing Entity, the Seller, the Depositor,
        the Indenture Trustee, the Master Servicer, the Securities Administrator
        and
        Wells Fargo Bank as Custodian.

       

      Wells
        Fargo Sale Agreement: Any of (i) that certain Amended and Restated Master
        Mortgage Loan Purchase Agreement dated as of March 1, 2006 by and between
        Wells
        Fargo and Citi and (ii) those certain Assignment and Conveyance Agreements
        (2006-W95, 2006-W96 and 2006-W97) dated as of November 28, 2006 between Wells
        Fargo and Citi.

       

      Wells
        Fargo Servicing Agreement: Any of (i) that certain Amended and Restated Flow
        Servicing Agreement, dated as of March 1, 2006, by and between Wells Fargo
        and
        Citi, as amended by the Assignment, Assumption and Recognition Agreement,
        dated
        as of June 29, 2007 among Wells Fargo, the Sponsor and the Issuing Entity,
        relating to the Mortgage Loans sold pursuant to the Wells Fargo Sale Agreement
        and (ii) that certain Amended and Restated Flow Servicing Agreement, dated
        as of
        March 1, 2006, by and between Wells Fargo and Citi, as amended by the
        Assignment, Assumption and Recognition Agreement, dated as of June 29, 2007
        among Wells Fargo, the Sponsor and the Issuing Entity, relating to the Mortgage
        Loans sold pursuant to the  American Home Sale Agreement and the
        Citigroup Sale
        Agreement.