Unassociated Document


    BEAR
      STEARNS ASSET BACKED SECURITIES I LLC

     

    Depositor,

     

    EMC
      MORTGAGE CORPORATION

     

    Seller
      and Master Servicer

     

    and

     

    LASALLE
      BANK NATIONAL ASSOCIATION

     

    Trustee

     

    ____________________

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of February 1, 2007

     

    ________________________________________

     

    BEAR
      STEARNS ASSET BACKED SECURITIES I TRUST 2007-AQ2

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-AQ2

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     


    TABLE
      OF
      CONTENTS

    
      	 	 
	
              ARTICLE
                I 

              DEFINITIONS

               

            
	
              Section
                1.01

            	
              Defined
                Terms.

            
	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

               

            
	
              ARTICLE
                II 

              CONVEYANCE
                OF TRUST FUND

               

            
	
              Section
                2.01

            	
              Conveyance
                of Trust Fund.

            
	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans.

            
	
              Section
                2.03

            	
              Representations,
                Warranties and Covenants of the Master Servicer and the
                Seller.

            
	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor.

            
	
              Section
                2.05

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions and
                Repurchases.

            
	
              Section
                2.06

            	
              Countersignature
                and Delivery of Certificates.

            
	
              Section
                2.07

            	
              Purposes
                and Powers of the Trust.

               

            
	
              ARTICLE
                III 

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

               

            
	
              Section
                3.01

            	
              The
                Master Servicer to act as Master Servicer.

            
	
              Section
                3.02

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              Section
                3.03

            	
              Subservicers.

            
	
              Section
                3.04

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

            
	
              Section
                3.05

            	
              Maintenance
                of Hazard Insurance.

            
	
              Section
                3.06

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              Section
                3.07

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            
	
              Section
                3.08

            	
              Fidelity
                Bond, Errors and Omissions Insurance.

            
	
              Section
                3.09

            	
              Realization
                Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
                Proceeds and Realized Losses; Repurchases of Certain Mortgage
                Loans.

            
	
              Section
                3.10

            	
              Servicing
                Compensation.

            
	
              Section
                3.11

            	
              REO
                Property.

            
	
              Section
                3.12

            	
              Liquidation
                Reports.

            
	
              Section
                3.13

            	
              Annual
                Statement as to Compliance.

            
	
              Section
                3.14

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              Section
                3.15

            	
              Books
                and Records.

            
	
              Section
                3.16

            	
              Reports
                Filed with Securities and Exchange Commission.

            
	
              Section
                3.17

            	
              Intention
                of the Parties and Interpretation.

            
	
              Section
                3.18

            	
              UCC.

            
	
              Section
                3.19

            	
              Optional
                Purchase of Certain Mortgage Loans.

            
	
              Section
                3.20

            	
              Obligations
                of the Master Servicer in Respect of Mortgage Rates and Scheduled
                Payments.

            
	
              Section
                3.21

            	
              Reserve
                Fund; Payments to and from Swap Administrator; Supplemental Interest
                Trust.

            
	
              Section
                3.22

            	
              Tax
                Treatment of Class IO Distribution Amounts in the Event of
                Resecuritization of Class A Certificates or Class M
                Certificates.

            
	
              Section
                3.23

            	
              Advancing
                Facility.

               

            
	
              ARTICLE
                IV 

              ACCOUNTS

               

            
	
              Section
                4.01

            	
              Collection
                of Mortgage Loan Payments; Protected Account.

            
	
              Section
                4.02

            	
              Permitted
                Withdrawals From the Protected Account.

            
	
              Section
                4.03

            	
              Collection
                of Taxes; Assessments and Similar Items; Escrow
                Accounts.

            
	
              Section
                4.04

            	
              Distribution
                Account.

            
	
              Section
                4.05

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            
	
              Section
                4.06

            	
              Class
                P Certificate Account.

               

            
	
              ARTICLE
                V 

              DISTRIBUTIONS
                AND ADVANCES

               

            
	
              Section
                5.01

            	
              Advances.

            
	
              Section
                5.02

            	
              Compensating
                Interest Payments.

            
	
              Section
                5.03

            	
              REMIC
                Distributions.

            
	
              Section
                5.04

            	
              Distributions.

            
	
              Section
                5.05

            	
              Allocation
                of Realized Losses.

            
	
              Section
                5.06

            	
              Monthly
                Statements to Certificateholders.

            
	
              Section
                5.07

            	
              REMIC
                Designations and REMIC Distributions.

               

            
	
              ARTICLE
                VI 

              THE
                CERTIFICATES

               

            
	
              Section
                6.01

            	
              The
                Certificates.

            
	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            
	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              Section
                6.04

            	
              Persons
                Deemed Owners.

            
	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            
	
              Section
                6.06

            	
              Book-Entry
                Certificates.

            
	
              Section
                6.07

            	
              Notices
                to Depository.

            
	
              Section
                6.08

            	
              Definitive
                Certificates.

            
	
              Section
                6.09

            	
              Maintenance
                of Office or Agency.

               

            
	
              ARTICLE
                VII 

              THE
                DEPOSITOR AND THE MASTER SERVICER

               

            
	
              Section
                7.01

            	
              Liabilities
                of the Depositor and the Master Servicer.

            
	
              Section
                7.02

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            
	
              Section
                7.03

            	
              Indemnification
                of the Trustee and the Master Servicer.

            
	
              Section
                7.04

            	
              Limitations
                on Liability of the Depositor, the Master Servicer and
                Others.

            
	
              Section
                7.05

            	
              Master
                Servicer Not to Resign.

            
	
              Section
                7.06

            	
              Successor
                Master Servicer.

            
	
              Section
                7.07

            	
              Sale
                and Assignment of Master Servicing.

               

            
	
              ARTICLE
                VIII 

              DEFAULT;
                TERMINATION OF MASTER SERVICER

               

            
	
              Section
                8.01

            	
              Events
                of Default.

            
	
              Section
                8.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              Section
                8.03

            	
              Notification
                to Certificateholders.

            
	
              Section
                8.04

            	
              Waiver
                of Defaults.

               

            
	
              ARTICLE
                IX 

              CONCERNING
                THE TRUSTEE

               

            
	
              Section
                9.01

            	
              Duties
                of Trustee.

            
	
              Section
                9.02

            	
              Certain
                Matters Affecting the Trustee.

            
	
              Section
                9.03

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            
	
              Section
                9.04

            	
              Trustee
                May Own Certificates.

            
	
              Section
                9.05

            	
              Trustee’s
                Fees and Expenses.

            
	
              Section
                9.06

            	
              Eligibility
                Requirements for Trustee.

            
	
              Section
                9.07

            	
              Insurance.

            
	
              Section
                9.08

            	
              Resignation
                and Removal of Trustee.

            
	
              Section
                9.09

            	
              Successor
                Trustee.

            
	
              Section
                9.10

            	
              Merger
                or Consolidation of Trustee.

            
	
              Section
                9.11

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              Section
                9.12

            	
              Tax
                Matters.

               

            
	
              ARTICLE
                X 

              TERMINATION

               

            
	
              Section
                10.01

            	
              Termination
                upon Liquidation or Repurchase of all Mortgage Loans.

            
	
              Section
                10.02

            	
              Final
                Distribution on the Certificates.

            
	
              Section
                10.03

            	
              Additional
                Termination Requirements.

               

            
	
              ARTICLE
                XI 

              MISCELLANEOUS
                PROVISIONS

               

            
	
              Section
                11.01

            	
              Amendment.

            
	
              Section
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              Section
                11.03

            	
              Governing
                Law.

            
	
              Section
                11.04

            	
              Intention
                of Parties.

            
	
              Section
                11.05

            	
              Notices.

            
	
              Section
                11.06

            	
              Severability
                of Provisions.

            
	
              Section
                11.07

            	
              Assignment.

            
	
              Section
                11.08

            	
              Limitation
                on Rights of Certificateholders.

            
	
              Section
                11.09

            	
              Inspection
                and Audit Rights.

            
	
              Section
                11.10

            	
              Certificates
                Nonassessable and Fully Paid.

            
	
              Section
                11.11

            	
              Third
                Party Rights.

            
	 	 
	 	 
	
              Exhibits

            	 
	 	 
	
              Exhibit
                A-1

            	
              Form
                of Class A Certificates

            
	
              Exhibit
                A-2

            	
              Form
                of Class M Certificates

            
	
              Exhibit
                A-3

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class CE Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              Form
                of Transfer Affidavit and Agreement

            
	
              Exhibit
                D

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                E

            	
              Form
                of Investment Letter (Non-Rule 144A)

            
	
              Exhibit
                F

            	
              Form
                of Rule 144A and Related Matters Certificate

            
	
              Exhibit
                G

            	
              Form
                of Request for Release

            
	
              Exhibit
                H

            	
              DTC
                Letter of Representations

            
	
              Exhibit
                I

            	
              Schedule
                of Mortgage Loans with Lost Notes

            
	
              Exhibit
                J

            	
              Form
                of Custodial Agreement

            
	
              Exhibit
                K

            	
              Form
                of Back-Up Certification

            
	
              Exhibit
                L

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                M

            	
              Swap
                Agreement

            
	
              Exhibit
                N

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                O

            	
              Form
                10-D, Form 8-K and Form 10-K Reporting Responsibility

            
	
              Exhibit
                P

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                Q

            	
              Form
                of Transferor Affidavit

            


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     


    POOLING
      AND SERVICING AGREEMENT, dated as of February 1, 2007, among BEAR STEARNS ASSET
      BACKED SECURITIES I LLC, a Delaware limited liability company, as depositor
      (the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in
      such capacity, the “Seller”) and as master servicer (in such capacity, the
“Master Servicer”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
      association, as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

    REMIC
      I

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates.

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets subject to
      this Agreement (other than the Reserve Fund, any Prepayment Charge Waiver
      Amounts and, for the avoidance of doubt, the Supplemental Interest Trust, the
      Swap Agreement, the Swap Account, the Swap Collateral Account and any rights
      or
      obligations in respect of the Swap Administration Agreement) as a REMIC (as
      defined herein) for federal income tax purposes, and such segregated pool of
      assets will be designated as “REMIC I”. The Class R-1 Certificates will be the
      sole class of Residual Interests (as defined herein) in REMIC I for purposes
      of
      the REMIC Provisions (as defined herein). The following table irrevocably sets
      forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial
      Uncertificated Principal Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      each of the REMIC I Regular Interests (as defined herein). None of the REMIC
      I
      Regular Interests will be certificated.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC I 

              Pass-Through
                Rate

            	
              Initial
                Uncertificated Principal Balance

            	
              Latest
                Possible Maturity Date (1)

            
	
              I-1-A

            	
              Variable(2)

            	
              $ 
                 1,117,951.89

            	
              January
                25, 2037

            
	
              I-1-B

            	
              Variable(2)

            	
              $ 
                 1,117,951.89

            	
              January
                25, 2037

            
	
              I-2-A

            	
              Variable(2)

            	
              $  
                1,438,581.36

            	
              January
                25, 2037

            
	
              I-2-B

            	
              Variable(2)

            	
              $ 
                 1,438,581.36

            	
              January
                25, 2037

            
	
              I-3-A

            	
              Variable(2)

            	
              $ 
                 1,758,724.58

            	
              January
                25, 2037

            
	
              I-3-B

            	
              Variable(2)

            	
              $ 
                 1,758,724.58

            	
              January
                25, 2037

            
	
              I-4-A

            	
              Variable(2)

            	
              $ 
                 2,075,561.22

            	
              January
                25, 2037

            
	
              I-4-B

            	
              Variable(2)

            	
              $ 
                 2,075,561.22

            	
              January
                25, 2037

            
	
              I-5-A

            	
              Variable(2)

            	
              $ 
                 2,386,150.04

            	
              January
                25, 2037

            
	
              I-5-B

            	
              Variable(2)

            	
              $ 
                 2,386,150.04

            	
              January
                25, 2037

            
	
              I-6-A

            	
              Variable(2)

            	
              $ 
                 2,687,461.83

            	
              January
                25, 2037

            
	
              I-6-B

            	
              Variable(2)

            	
              $ 
                 2,687,461.83

            	
              January
                25, 2037

            
	
              I-7-A

            	
              Variable(2)

            	
              $ 
                 2,976,416.74

            	
              January
                25, 2037

            
	
              I-7-B

            	
              Variable(2)

            	
              $ 
                 2,976,416.74

            	
              January
                25, 2037

            
	
              I-8-A

            	
              Variable(2)

            	
              $ 
                 3,249,925.80

            	
              January
                25, 2037

            
	
              I-8-B

            	
              Variable(2)

            	
              $ 
                 3,249,925.80

            	
              January
                25, 2037

            
	
              I-9-A

            	
              Variable(2)

            	
              $ 
                 3,496,574.00

            	
              January
                25, 2037

            
	
              I-9-B

            	
              Variable(2)

            	
              $ 
                 3,496,574.00

            	
              January
                25, 2037

            
	
              I-10-A

            	
              Variable(2)

            	
              $ 
                 3,539,347.39

            	
              January
                25, 2037

            
	
              I-10-B

            	
              Variable(2)

            	
              $ 
                 3,539,347.39

            	
              January
                25, 2037

            
	
              I-11-A

            	
              Variable(2)

            	
              $ 
                 3,566,861.74

            	
              January
                25, 2037

            
	
              I-11-B

            	
              Variable(2)

            	
              $ 
                 3,566,861.74

            	
              January
                25, 2037

            
	
              I-12-A

            	
              Variable(2)

            	
              $ 
                 3,403,160.31

            	
              January
                25, 2037

            
	
              I-12-B

            	
              Variable(2)

            	
              $ 
                 3,403,160.31

            	
              January
                25, 2037

            
	
              I-13-A

            	
              Variable(2)

            	
              $ 
                 3,244,880.00

            	
              January
                25, 2037

            
	
              I-13-B

            	
              Variable(2)

            	
              $ 
                 3,244,880.00

            	
              January
                25, 2037

            
	
              I-14-A

            	
              Variable(2)

            	
              $ 
                 3,093,984.77

            	
              January
                25, 2037

            
	
              I-14-B

            	
              Variable(2)

            	
              $ 
                 3,093,984.77

            	
              January
                25, 2037

            
	
              I-15-A

            	
              Variable(2)

            	
              $ 
                 2,950,129.37

            	
              January
                25, 2037

            
	
              I-15-B

            	
              Variable(2)

            	
              $ 
                 2,950,129.37

            	
              January
                25, 2037

            
	
              I-16-A

            	
              Variable(2)

            	
              $ 
                 2,812,984.69

            	
              January
                25, 2037

            
	
              I-16-B

            	
              Variable(2)

            	
              $ 
                 2,812,984.69

            	
              January
                25, 2037

            
	
              I-17-A

            	
              Variable(2)

            	
              $ 
                 2,682,237.04

            	
              January
                25, 2037

            
	
              I-17-B

            	
              Variable(2)

            	
              $ 
                 2,682,237.04

            	
              January
                25, 2037

            
	
              I-18-A

            	
              Variable(2)

            	
              $ 
                 2,557,587.37

            	
              January
                25, 2037

            
	
              I-18-B

            	
              Variable(2)

            	
              $ 
                 2,557,587.37

            	
              January
                25, 2037

            
	
              I-19-A

            	
              Variable(2)

            	
              $ 
                 2,438,750.66

            	
              January
                25, 2037

            
	
              I-19-B

            	
              Variable(2)

            	
              $ 
                 2,438,750.66

            	
              January
                25, 2037

            
	
              I-20-A

            	
              Variable(2)

            	
              $ 
                 2,325,455.25

            	
              January
                25, 2037

            
	
              I-20-B

            	
              Variable(2)

            	
              $ 
                 2,325,455.25

            	
              January
                25, 2037

            
	
              I-21-A

            	
              Variable(2)

            	
              $ 
                 2,217,273.04

            	
              January
                25, 2037

            
	
              I-21-B

            	
              Variable(2)

            	
              $ 
                 2,217,273.04

            	
              January
                25, 2037

            
	
              I-22-A

            	
              Variable(2)

            	
              $ 
                 2,111,179.99

            	
              January
                25, 2037

            
	
              I-22-B

            	
              Variable(2)

            	
              $ 
                 2,111,179.99

            	
              January
                25, 2037

            
	
              I-23-A

            	
              Variable(2)

            	
              $ 
                 2,013,249.31

            	
              January
                25, 2037

            
	
              I-23-B

            	
              Variable(2)

            	
              $ 
                 2,013,249.31

            	
              January
                25, 2037

            
	
              I-24-A

            	
              Variable(2)

            	
              $ 
                 1,919,926.11

            	
              January
                25, 2037

            
	
              I-24-B

            	
              Variable(2)

            	
              $ 
                 1,919,926.11

            	
              January
                25, 2037

            
	
              I-25-A

            	
              Variable(2)

            	
              $ 
                 1,830,946.18

            	
              January
                25, 2037

            
	
              I-25-B

            	
              Variable(2)

            	
              $ 
                 1,830,946.18

            	
              January
                25, 2037

            
	
              I-26-A

            	
              Variable(2)

            	
              $ 
                 1,746,106.88

            	
              January
                25, 2037

            
	
              I-26-B

            	
              Variable(2)

            	
              $ 
                 1,746,106.88

            	
              January
                25, 2037

            
	
              I-27-A

            	
              Variable(2)

            	
              $ 
                 1,665,205.86

            	
              January
                25, 2037

            
	
              I-27-B

            	
              Variable(2)

            	
              $ 
                 1,665,205.86

            	
              January
                25, 2037

            
	
              I-28-A

            	
              Variable(2)

            	
              $ 
                 1,587,626.71

            	
              January
                25, 2037

            
	
              I-28-B

            	
              Variable(2)

            	
              $ 
                 1,587,626.71

            	
              January
                25, 2037

            
	
              I-29-A

            	
              Variable(2)

            	
              $ 
                 1,514,118.01

            	
              January
                25, 2037

            
	
              I-29-B

            	
              Variable(2)

            	
              $ 
                 1,514,118.01

            	
              January
                25, 2037

            
	
              I-30-A

            	
              Variable(2)

            	
              $ 
                 1,444,036.00

            	
              January
                25, 2037

            
	
              I-30-B

            	
              Variable(2)

            	
              $ 
                 1,444,036.00

            	
              January
                25, 2037

            
	
              I-31-A

            	
              Variable(2)

            	
              $ 
                 1,377,212.23

            	
              January
                25, 2037

            
	
              I-31-B

            	
              Variable(2)

            	
              $ 
                 1,377,212.23

            	
              January
                25, 2037

            
	
              I-32-A

            	
              Variable(2)

            	
              $ 
                 1,313,494.79

            	
              January
                25, 2037

            
	
              I-32-B

            	
              Variable(2)

            	
              $ 
                 1,313,494.79

            	
              January
                25, 2037

            
	
              I-33-A

            	
              Variable(2)

            	
              $ 
                 1,252,738.85

            	
              January
                25, 2037

            
	
              I-33-B

            	
              Variable(2)

            	
              $ 
                 1,252,738.85

            	
              January
                25, 2037

            
	
              I-34-A

            	
              Variable(2)

            	
              $ 
                 1,193,689.88

            	
              January
                25, 2037

            
	
              I-34-B

            	
              Variable(2)

            	
              $ 
                 1,193,689.88

            	
              January
                25, 2037

            
	
              I-35-A

            	
              Variable(2)

            	
              $ 
                 1,138,517.02

            	
              January
                25, 2037

            
	
              I-35-B

            	
              Variable(2)

            	
              $ 
                 1,138,517.02

            	
              January
                25, 2037

            
	
              I-36-A

            	
              Variable(2)

            	
              $ 
                 1,085,938.99

            	
              January
                25, 2037

            
	
              I-36-B

            	
              Variable(2)

            	
              $ 
                 1,085,938.99

            	
              January
                25, 2037

            
	
              I-37-A

            	
              Variable(2)

            	
              $ 
                 1,035,801.19

            	
              January
                25, 2037

            
	
              I-37-B

            	
              Variable(2)

            	
              $ 
                 1,035,801.19

            	
              January
                25, 2037

            
	
              I-38-A

            	
              Variable(2)

            	
              $    
                 987,989.96

            	
              January
                25, 2037

            
	
              I-38-B

            	
              Variable(2)

            	
              $     
                987,989.96

            	
              January
                25, 2037

            
	
              I-39-A

            	
              Variable(2)

            	
              $     
                942,396.99

            	
              January
                25, 2037

            
	
              I-39-B

            	
              Variable(2)

            	
              $     
                942,396.99

            	
              January
                25, 2037

            
	
              I-40-A

            	
              Variable(2)

            	
              $     
                898,831.63

            	
              January
                25, 2037

            
	
              I-40-B

            	
              Variable(2)

            	
              $     
                898,831.63

            	
              January
                25, 2037

            
	
              I-41-A

            	
              Variable(2)

            	
              $     
                857,375.35

            	
              January
                25, 2037

            
	
              I-41-B

            	
              Variable(2)

            	
              $     
                857,375.35

            	
              January
                25, 2037

            
	
              I-42-A

            	
              Variable(2)

            	
              $     
                817,843.95

            	
              January
                25, 2037

            
	
              I-42-B

            	
              Variable(2)

            	
              $     
                817,843.95

            	
              January
                25, 2037

            
	
              I-43-A

            	
              Variable(2)

            	
              $     
                780,145.26

            	
              January
                25, 2037

            
	
              I-43-B

            	
              Variable(2)

            	
              $     
                780,145.26

            	
              January
                25, 2037

            
	
              I-44-A

            	
              Variable(2)

            	
              $     
                744,193.97

            	
              January
                25, 2037

            
	
              I-44-B

            	
              Variable(2)

            	
              $     
                744,193.97

            	
              January
                25, 2037

            
	
              I-45-A

            	
              Variable(2)

            	
              $     
                709,908.79

            	
              January
                25, 2037

            
	
              I-45-B

            	
              Variable(2)

            	
              $     
                709,908.79

            	
              January
                25, 2037

            
	
              I-46-A

            	
              Variable(2)

            	
              $     
                677,206.77

            	
              January
                25, 2037

            
	
              I-46-B

            	
              Variable(2)

            	
              $     
                677,206.77

            	
              January
                25, 2037

            
	
              I-47-A

            	
              Variable(2)

            	
              $     
                646,025.39

            	
              January
                25, 2037

            
	
              I-47-B

            	
              Variable(2)

            	
              $     
                646,025.39

            	
              January
                25, 2037

            
	
              I-48-A

            	
              Variable(2)

            	
              $
                12,297,336.23

            	
              January
                25, 2037

            
	
              I-48-B

            	
              Variable(2)

            	
              $
                12,297,336.23

            	
              January
                25, 2037

            
	
              I-49-A

            	
              Variable(2)

            	
              $      
                 38,019.56

            	
              January
                25, 2037

            
	
              I-49-B

            	
              Variable(2)

            	
              $       
                38,019.56

            	
              January
                25, 2037

            
	
              I-50-A

            	
              Variable(2)

            	
              $       
                36,833.06

            	
              January
                25, 2037

            
	
              I-50-B

            	
              Variable(2)

            	
              $       
                36,833.06

            	
              January
                25, 2037

            
	
              I-51-A

            	
              Variable(2)

            	
              $       
                35,683.46

            	
              January
                25, 2037

            
	
              I-51-B

            	
              Variable(2)

            	
              $       
                35,683.46

            	
              January
                25, 2037

            
	
              I-52-A

            	
              Variable(2)

            	
              $       
                34,569.61

            	
              January
                25, 2037

            
	
              I-52-B

            	
              Variable(2)

            	
              $       
                34,569.61

            	
              January
                25, 2037

            
	
              I-53-A

            	
              Variable(2)

            	
              $       
                33,490.39

            	
              January
                25, 2037

            
	
              I-53-B

            	
              Variable(2)

            	
              $       
                33,490.39

            	
              January
                25, 2037

            
	
              I-54-A

            	
              Variable(2)

            	
              $       
                32,444.75

            	
              January
                25, 2037

            
	
              I-54-B

            	
              Variable(2)

            	
              $       
                32,444.75

            	
              January
                25, 2037

            
	
              I-55-A

            	
              Variable(2)

            	
              $       
                31,431.63

            	
              January
                25, 2037

            
	
              I-55-B

            	
              Variable(2)

            	
              $       
                31,431.63

            	
              January
                25, 2037

            
	
              I-56-A

            	
              Variable(2)

            	
              $       
                30,450.03

            	
              January
                25, 2037

            
	
              I-56-B

            	
              Variable(2)

            	
              $       
                30,450.03

            	
              January
                25, 2037

            
	
              I-57-A

            	
              Variable(2)

            	
              $       
                29,548.30

            	
              January
                25, 2037

            
	
              I-57-B

            	
              Variable(2)

            	
              $       
                29,548.30

            	
              January
                25, 2037

            
	
              I-58-A

            	
              Variable(2)

            	
              $       
                28,758.57

            	
              January
                25, 2037

            
	
              I-58-B

            	
              Variable(2)

            	
              $       
                28,758.57

            	
              January
                25, 2037

            
	
              I-59-A

            	
              Variable(2)

            	
              $      
                 28,032.42

            	
              January
                25, 2037

            
	
              I-59-B

            	
              Variable(2)

            	
              $      
                 28,032.42

            	
              January
                25, 2037

            
	
              I-60-A

            	
              Variable(2)

            	
              $    
                 853,154.82

            	
              January
                25, 2037

            
	
              I-60-B

            	
              Variable(2)

            	
              $    
                 853,154.82

            	
              January
                25, 2037

            
	
              P

            	
              0.00%

            	
              $            
                 100.00

            	
              January
                25, 2037

            


    

    ___________________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each REMIC I Regular
                Interest.

            


    

    (2)            
       Calculated
      in accordance with the definition of “Uncertificated REMIC I Pass-Through Rate”
herein.

    


    REMIC
      II

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC I Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC II”.
      The Class R-2 Certificates will be the sole class of Residual Interests in
      REMIC
      II for purposes of the REMIC Provisions. The following table irrevocably sets
      forth the designation, the Uncertificated REMIC II Pass-Through Rate, the
      initial Uncertificated Principal Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for each of the REMIC II Regular Interests (as defined herein). None of
      the REMIC II Regular Interests will be certificated.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC II

              Pass-Through
                Rate

            	
              Initial
                Uncertificated Principal Balance

            	
              Latest
                Possible Maturity Date (1)

            
	
              AA

            	
              Variable(2)

            	
              $
                199,570,057.59

            	
              January
                25, 2037

            
	
              A-1

            	
              Variable(2)

            	
              $      
                 921,830.00

            	
              January
                25, 2037

            
	
              A-2

            	
              Variable(2)

            	
              $      
                 262,630.00

            	
              January
                25, 2037

            
	
              A-3

            	
              Variable(2)

            	
              $      
                 250,790.00

            	
              January
                25, 2037

            
	
              A-4

            	
              Variable(2)

            	
              $      
                 101,240.00

            	
              January
                25, 2037

            
	
              M-1

            	
              Variable(2)

            	
              $        
                 80,440.00

            	
              January
                25, 2037

            
	
              M-2

            	
              Variable(2)

            	
              $        
                 74,330.00

            	
              January
                25, 2037

            
	
              M-3

            	
              Variable(2)

            	
              $        
                 45,820.00

            	
              January
                25, 2037

            
	
              M-4

            	
              Variable(2)

            	
              $        
                 37,670.00

            	
              January
                25, 2037

            
	
              M-5

            	
              Variable(2)

            	
              $        
                 35,640.00

            	
              January
                25, 2037

            
	
              M-6

            	
              Variable(2)

            	
              $        
                 32,580.00

            	
              January
                25, 2037

            
	
              M-7

            	
              Variable(2)

            	
              $        
                 33,600.00

            	
              January
                25, 2037

            
	
              M-8

            	
              Variable(2)

            	
              $        
                 29,520.00

            	
              January
                25, 2037

            
	
              M-9

            	
              Variable(2)

            	
              $        
                 28,510.00

            	
              January
                25, 2037

            
	
              ZZ

            	
              Variable(2)

            	
              $  
                 2,138,258.32

            	
              January
                25, 2037

            
	
              IO

            	
              (2)

            	
              (3)

            	
              January
                25, 2037

            
	
              P

            	
              0.00%

            	
              $              
                 100.00

            	
              January
                25, 2037

            


    

    ___________________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each REMIC II Regular
                Interest.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC II Pass-Through
                Rate” herein.

            


    

    
      	
              (3)

            	
              REMIC
                II Regular Interest IO will not have an Uncertificated Principal
                Balance
                but will accrue interest on its uncertificated notional amount calculated
                in accordance with the definition of “Uncertificated Notional Amount”
                herein.

            


    

    


     

    REMIC
      III

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC II Regular Interests as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC III”.
      The Class R-3 Certificates will represent the sole class of Residual Interests
      in REMIC III for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, Pass-Through Rate,
      Initial Certificate Principal Balance (or initial Uncertificated Principal
      Balance, in the case of the Class CE Interest, Class P Interest and Class IO
      Interest) and, for purposes of satisfying Treasury Regulation Section
      1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of
      Certificates and interests that represents ownership of one or more of the
      Regular Interests in REMIC III created hereunder.

     

    Each
      Certificate, other than the Class P, Class CE and Class R Certificates,
      represents ownership of a Regular Interest in REMIC III and also represents
      (i)
      the right to receive certain amounts specified herein in respect of Basis Risk
      Shortfall Carry Forward Amounts (as defined herein) and (ii) the
      obligation to pay Class IO Distribution Amounts (as
      defined herein). The entitlement to principal of the Regular Interest which
      corresponds to each Certificate shall be equal in amount and timing to the
      entitlement to principal of such Certificate. 

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Certificate or Uncertificated

              Principal
                Balance

            	
              Latest
                Possible Maturity Date(1)

            
	
              A-1(2)

            	
              Variable(3)

            	
              $ 92,183,000.00

            	
              January
                25, 2037

            
	
              A-2(2)

            	
              Variable(3)

            	
              $ 26,263,000.00

            	
              January
                25, 2037

            
	
              A-3(2)

            	
              Variable(3)

            	
              $ 25,079,000.00

            	
              January
                25, 2037

            
	
              A-4(2)

            	
              Variable(3)

            	
              $ 10,124,000.00

            	
              January
                25, 2037

            
	
              M-1(2)

            	
              Variable(3)

            	
              $ 
                 8,044,000.00

            	
              January
                25, 2037

            
	
              M-2(2)

            	
              Variable(3)

            	
              $ 
                 7,433,000.00

            	
              January
                25, 2037

            
	
              M-3(2)

            	
              Variable(3)

            	
              $ 
                 4,582,000.00

            	
              January
                25, 2037

            
	
              M-4(2)

            	
              Variable(3)

            	
              $ 
                 3,767,000.00

            	
              January
                25, 2037

            
	
              M-5(2)

            	
              Variable(3)

            	
              $ 
                 3,564,000.00

            	
              January
                25, 2037

            
	
              M-6(2)

            	
              Variable(3)

            	
              $ 
                 3,258,000.00

            	
              January
                25, 2037

            
	
              M-7(2)

            	
              Variable(3)

            	
              $ 
                 3,360,000.00

            	
              January
                25, 2037

            
	
              M-8(2)

            	
              Variable(3)

            	
              $ 
                 2,952,000.00

            	
              January
                25, 2037

            
	
              M-9(2)

            	
              Variable(3)

            	
              $ 
                 2,851,000.00

            	
              January
                25, 2037

            
	
              Class
                CE Interest

            	
              Variable(3)(4)

            	
              $ 10,182,915.91

            	
              January
                25, 2037

            
	
              Class
                P Interest

            	
              0.00%(5)

            	
              $            
                 100.00

            	
              January
                25, 2037

            
	
              Class
                IO Interest

            	
              (6)

            	
              (7)

            	
              January
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each Regular Interest in REMIC
                III.

            


    

    
      	
              (2)

            	
              This
                Class of Certificates represents ownership of a Regular Interest
                in REMIC
                III. Any amount distributed on this Class of Certificates on any
                Distribution Date in excess of the amount distributable on the related
                Regular Interest in REMIC III on such Distribution Date shall be
                treated
                for federal income tax purposes as having been paid from the Reserve
                Fund
                or the Supplemental Interest Trust, as applicable, and any amount
                distributable on the related Regular Interest in REMIC III on such
                Distribution Date in excess of the amount distributable on such Class
                of
                Certificates on such Distribution Date shall be treated for such
                purposes
                as having been distributed to the Holders of such Certificates and
                then
                paid by such Holders to the Supplemental Interest Trust, all pursuant
                to
                and as further provided in Section 3.21
                hereof.

            


    

    
      	
              (3)

            	
              Calculated
                in accordance with the definition of “Pass-Through Rate” herein. Each
                Regular Interest in REMIC III which corresponds to a Class A Certificate
                or Class M Certificate will have the same Pass-Through Rate as such
                Certificate, except with respect to the Net Rate Cap. The Net Rate
                Cap for
                each such Regular Interest in REMIC III and Certificate is specified
                in
                the definition of “Net Rate Cap.”

            


    

    
      	
              (4)

            	
              The
                Class CE Interest will accrue interest at its variable Pass-Through
                Rate
                on its Uncertificated Notional Amount outstanding from time to time,
                which
                shall equal the aggregate Uncertificated Principal Balance of the
                REMIC II
                Regular Interests (other than REMIC II Regular Interest P). The Class
                CE
                Interest will not accrue interest on its Uncertificated Principal
                Balance.

            


    

    
      	
              (5)

            	
              The
                Class P Interest is not entitled to distributions in respect of
                interest.

            


    

    
      	
              (6)

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                a
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC II Regular Interest IO.

            


    

    
      	
              (7)

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                an
                Uncertificated Principal Balance, but will have a notional amount
                equal to
                the Uncertificated Notional Amount of REMIC II Regular Interest
                IO.

            


    

     

    REMIC
      IV

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Class CE Interest as a REMIC for federal income tax purposes,
      and such segregated pool of assets will be designated as “REMIC IV”. The Class
      R-4 Interest represents the sole class of Residual Interests in REMIC IV for
      purposes of the REMIC Provisions.

     

    The
      following table sets forth the Class designation, Pass-Through Rate, Initial
      Certificate Principal Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated Class of Certificates that represents a Regular Interest in REMIC
      IV created hereunder. The Class CE Certificate represents ownership of a Regular
      Interest in REMIC IV and also represents (i) the obligation to pay certain
      amounts specified herein in respect of Basis Risk Shortfall Carry Forward
      Amounts and (ii) the right to receive Class IO Distribution
      Amounts.

     

    
      	
              Class
                Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Certificate Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              CE

            	
              (2)

            	
              $ 10,182,915.91

            	
              January
                25, 2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for the Class CE
                Certificates.

            


    

    
      	
              (2)

            	
              The
                Class CE Certificates will receive 100% of the amounts received in
                respect
                of the Class CE Interest.

            


    

     

    REMIC
      V

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Class P Interest as a REMIC for federal income tax purposes,
      and such segregated pool of assets will be designated as “REMIC V”. The Class
      R-5 Interest represents the sole class of Residual Interests in REMIC V for
      purposes of the REMIC Provisions.

     

    The
      following table sets forth the Class designation, Pass-Through Rate, Initial
      Certificate Principal Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated Class of Certificates that represents a Regular Interest in REMIC
      V created hereunder:

     

    
      	
              Class
                Designation

            	
              Pass-Through
                Rate

            	
              Initial

              Certificate
                Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              P

            	
              0.00%(2)

            	
              $100.00

            	
              January
                25, 2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for the Class P
                Certificates.

            


    

    
      	
              (2)

            	
              The
                Class P Certificates will receive 100% of the amounts received in
                respect
                of the Class P Interest.

            


    

     

    REMIC
      VI

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Class IO Interest as a REMIC for federal income tax purposes,
      and such segregated pool of assets will be designated as “REMIC VI”. The Class
      R-6 Interest represents the sole class of Residual Interests in REMIC VI for
      purposes of the REMIC Provisions.

     

    The
      following table sets forth the designation, Pass-Through Rate, initial
      Uncertificated Principal Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      the indicated class of interests that represents a Regular Interest in REMIC
      VI
      created hereunder:

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Uncertificated Principal Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              IO(2)

            	
              (3)

            	
              (4)

            	
              January
                25, 2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for REMIC VI Regular Interest
                IO.

            


    

    
      	
              (2)

            	
              REMIC
                VI Regular Interest IO will be held as an asset of the Supplemental
                Interest Trust.

            


    

    
      	
              (3)

            	
              REMIC
                VI Regular Interest IO will not have a Pass-Through Rate, but will
                receive
                100% of the amounts received in respect of the Class IO
                Interest.

            


    

    
      	
              (4)

            	
              REMIC
                VI Regular Interest IO will not have an Uncertificated Principal
                Balance,
                but will have a notional amount equal to the Uncertificated Notional
                Amount of the Class IO Interest.

            


    

     

    The
      Trust
      Fund shall be named, and may be referred to as, the “Bear Stearns Asset Backed
      Securities I Trust 2007-AQ2.” The Certificates issued hereunder may be referred
      to as “Asset-Backed Certificates, Series 2007-AQ2” (including for purposes of
      any endorsement or assignment of a Mortgage Note or Mortgage).

     

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

     

     

     

    ARTICLE
      I


    DEFINITIONS

     

    Section
      1.01  Defined
      Terms. 

     

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

     

    10-K
      Filing Deadline:
      As
      defined in Section 3.16(a)(iii).

     

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

     

    Account:
      The
      Distribution Account, the Reserve Fund, the Swap Account, the Class P
      Certificate Account, the Swap Collateral Account and the Protected
      Account.

     

    Accrual
      Period:
      With
      respect to the Certificates (other than the Class CE, Class P and the Residual
      Certificates) and any Distribution Date, the period from and including the
      immediately preceding Distribution Date (or with respect to the first Accrual
      Period, the Closing Date) to and including the day prior to such Distribution
      Date. With respect to the Class CE Certificates and the Class CE Interest and
      any Distribution Date, the calendar month immediately preceding such
      Distribution Date. All calculations of interest on the Certificates (other
      than
      the Class CE, Class P and the Residual Certificates) will be made on the basis
      of the actual number of days elapsed in the related Accrual Period. All
      calculations of interest on the Class CE Interest and the Class CE Certificates
      will be made on the basis of a 360-day year consisting of twelve 30-day
      months.

     

    Additional
      Disclosure:
      As
      defined in Section 3.16(a)(iv).

     

    Additional
      Disclosure Notification:
      The
      form of notice set forth in Exhibit P.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 3.16(a)(i).

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 3.16(a)(iii).

     

    Adjustable
      Rate Mortgage Loan:
      Each of
      the Mortgage Loans identified in the Mortgage Loan Schedule as having a Mortgage
      Rate that is subject to adjustment.

     

    Adjustment
      Date:
      With
      respect to each Adjustable Rate Mortgage Loan, the first day of the month in
      which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
      to
      the related Mortgage Note. The first Adjustment Date following the Cut-off
      Date
      as to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan
      Schedule.

     

    Advance:
      An
      advance of delinquent payments of principal or interest in respect of a Mortgage
      Loan required to be made by the Master Servicer as provided in Section 5.01
      hereof.

     

    Affected
      Party:
      An
“Affected Party” as defined in the Swap Agreement.

     

    Agreement:
      This
      Pooling and Servicing Agreement and any and all amendments or supplements hereto
      made in accordance with the terms herein.

     

    Amount
      Held for Future Distribution:
      As to
      any Distribution Date, the aggregate amount held in the Protected Account at
      the
      close of business on the immediately preceding Determination Date on account
      of
      (i) all Scheduled Payments or portions thereof received in respect of the
      Mortgage Loans due after the related Due Period, (ii) Principal Prepayments
      received in respect of such Mortgage Loans after the last day of the related
      Prepayment Period and (iii) Liquidation Proceeds, Subsequent Recoveries and
      Insurance Proceeds received in respect of such Mortgage Loans after the last
      day
      of the prior calendar month.

     

    Annual
      Statement of Compliance:
      As
      defined in Section 3.13.

     

    Applied
      Realized Loss Amount:
      With
      respect to any Distribution Date and a Class of Class A Certificates and Class
      M
      Certificates, the sum of the Realized Losses with respect to the Mortgage Loans
      which have been applied in reduction of the Certificate Principal Balance of
      a
      Class of Certificates pursuant to Section 5.05 of this Agreement which have
      not
      previously been reimbursed or reduced by any Subsequent Recoveries applied
      to
      such Applied Realized Loss Amount.

     

    Appraised
      Value:
      With
      respect to any Mortgage Loan originated in connection with a refinancing, the
      appraised value of the Mortgaged Property based upon the appraisal made at
      the
      time of such refinancing or, with respect to any other Mortgage Loan, the lesser
      of (x) the appraised value of the Mortgaged Property based upon the appraisal
      made by a fee appraiser at the time of the origination of the related Mortgage
      Loan, and (y) the sales price of the Mortgaged Property at the time of such
      origination.

     

    Assessment
      of Compliance:
      As
      defined in Section 3.14.

     

    Attesting
      Party:
      As
      defined in Section 3.14.

     

    Attestation
      Report:
      As
      defined in Section 3.14.

     

    Back-Up
      Certification:
      As
      defined in Section 3.16(a)(iii).

     

    Basis
      Risk Shortfall Carry Forward Amount:
      With
      respect to any Distribution Date and any Class of Class A Certificates and
      Class
      M Certificates, an amount equal to the sum of (A) if the Pass-Through Rate
      for
      such Class for such Distribution Date is limited to the Net Rate Cap, the
      excess, if any, of (a) the amount of Current Interest that such Class would
      have
      been entitled to receive on such Distribution Date had the Pass-Though Rate
      applicable to such Class been calculated at a per annum rate equal to the
      related One-Month LIBOR Pass-Through Rate, over (b) the amount of Current
      Interest that such Class received on such Distribution Date at the Net Rate
      Cap
      for such Distribution Date and (B) the Basis Risk Shortfall Carry Forward Amount
      for the previous Distribution Date not previously paid, together with interest
      thereon at a rate equal to the related Pass-Through Rate the current
      Distribution Date.

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Book-Entry
      Certificates:
      Any of
      the Certificates that shall be registered in the name of the Depository or
      its
      nominee, the ownership of which is reflected on the books of the Depository
      or
      on the books of a person maintaining an account with the Depository (directly,
      as a “Depository Participant”, or indirectly, as an indirect participant in
      accordance with the rules of the Depository and as described in Section 6.06).
      As of the Closing Date, each Class of Regular Certificates (other than the
      Class
      CE Certificates and Class P Certificates) constitutes a Class of Book-Entry
      Certificates.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday, or (ii) a day on which banking
      institutions in the city of New York, Chicago, Illinois, Minneapolis, Minnesota
      or the city in which the Corporate Trust Office of the Trustee or the principal
      office of the Master Servicer is located as authorized or obligated by law
      or
      executive order to be closed.

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Trustee
      in
      substantially the forms attached hereto as Exhibits A-1 through
      A-5.

     

    Certificate
      Margin:
      With
      respect to the Class A-1 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A-1, 0.100% per
      annum.

     

    With
      respect to the Class A-2 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A-2, 0.170% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 0.340% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class A-3 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A-3, 0.220% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 0.440% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class A-4 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest A-4, 0.330% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 0.660% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-1, 0.500% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 0.750% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-2, 0.550% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 0.825% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-3, 0.600% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 0.900% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-4, 0.900% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 1.350% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-5, 1.550% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 2.325% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-6, 2.200% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 3.300% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-7, 2.250% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 3.375% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-8, 2.250% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 3.375% per annum in the case of each
      Distribution Date thereafter.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest M-9, 2.250% per
      annum in the case of each Distribution Date through and including the first
      possible Optional Termination Date and 3.375% per annum in the case of each
      Distribution Date thereafter.

     

    Certificate
      Notional Amount:
      With
      respect to the Class CE Certificates and any Distribution Date, an amount equal
      to the Stated Principal Balance of the Mortgage Loans as of the beginning of
      the
      related Due Period. The
      initial Certificate Notional Amount of the Class CE Certificates shall be
      $203,642,915.91. For federal income tax purposes, the Certificate Notional
      Amount for any Distribution Date shall be an amount equal to the Uncertificated
      Notional Amount for the Class CE Interest for such Distribution
      Date.

     

    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person that is the beneficial owner
      of
      such Book-Entry Certificate.

     

    Certificate
      Principal Balance:
      As to
      any Certificate (other than any Class CE Certificates and any Class R
      Certificates) and as of any Distribution Date, the Initial Certificate Principal
      Balance of such Certificate plus, in the case of a Class A Certificate and
      Class
      M Certificate, any Subsequent Recoveries added to the Certificate Principal
      Balance of such Certificate pursuant to Section 5.04(a), less the sum of (i)
      all
      amounts distributed with respect to such Certificate in reduction of the
      Certificate Principal Balance thereof on previous Distribution Dates pursuant
      to
      Section 5.04, and (ii) any Applied Realized Loss Amounts allocated to such
      Certificate on previous Distribution Dates. As to the Class CE Certificates
      and
      as of any Distribution Date, an amount equal to the Uncertificated Principal
      Balance of the Class CE Interest. 

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02 hereof.

     

    Certificateholder
      or Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register
      (initially, Cede & Co., as nominee for the Depository, in the case of any
      Book-Entry Certificates).

     

    Certification
      Parties:
      As
      defined in Section 3.16(a)(iii).

     

    Certifying
      Person:
      As
      defined in Section 3.16(a)(iii).

     

    Class:
      All
      Certificates bearing the same Class designation as set forth in Section 6.01
      hereof.

     

    Class
      A Certificates:
      Any of
      the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates.

     

    Class
      A Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the Principal
      Distribution Amount for such Distribution Date and (y) the excess, if any,
      of
      (i) the aggregate Certificate Principal Balance of the Class A Certificates
      immediately prior to such Distribution Date, over (ii) the lesser of (a) the
      product of (1) 50.90% and (2) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period, and after reduction for Realized Losses
      incurred during the prior calendar month), and (b) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      minus $1,018,215.

     

    Class
      A-1 Certificate:
      Any
      Certificate designated as a “Class A-1 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to the Percentage Interest
      of
      distributions provided for the Class A-1 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      A-2 Certificate:
      Any
      Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to the Percentage Interest
      of
      distributions provided for the Class A-2 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      A-3 Certificate:
      Any
      Certificate designated as a “Class A-3 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to the Percentage Interest
      of
      distributions provided for the Class A-3 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      A-4 Certificate:
      Any
      Certificate designated as a “Class A-4 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to the Percentage Interest
      of
      distributions provided for the Class A-4 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      CE Certificate:
      Any
      Certificate designated as a “Class CE Certificate” on the face thereof, in the
      form of Exhibit A-4 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class CE Certificates herein and evidencing
      (i) a
      Regular Interest in REMIC IV, (ii) the obligation to pay Basis Risk Shortfall
      Carry Forward Amounts and (iii) the right to receive Class IO Distribution
      Amounts.

     

    Class
      CE Distribution Amount:
      With
      respect to any Distribution Date, the sum of (i) the Current Interest for the
      Class CE Interest for such Distribution Date, (ii) any Overcollateralization
      Release Amount for such Distribution Date and (iii) without duplication, any
      Subsequent Recoveries not distributed to the Class A Certificates and Class
      M
      Certificates on such Distribution Date; provided, however, on any Distribution
      Date after the Distribution Date on which the Certificate Principal Balances
      of
      the Class A Certificates and Class M Certificates have been reduced to zero,
      the
      Class CE Distribution Amount shall include the Overcollateralization
      Amount.

     

    Class
      CE Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class CE Certificates, evidencing a Regular Interest in REMIC
      III
      for purposes of the REMIC Provisions.

     

    Class
      IO Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      holders of REMIC VI Regular Interest IO, evidencing a Regular Interest in REMIC
      III for purposes of the REMIC Provisions.

     

    Class
      IO Distribution Amount:
      As
      defined in Section 3.21 hereof. For purposes of clarity, the Class IO
      Distribution Amount for any Distribution Date shall equal the amount payable
      to
      the Swap Administrator pursuant to the first and second sentences of Section
      3.21(c) on such Distribution Date in excess of the amount payable on REMIC
      VI
      Regular Interest IO on such Distribution Date, all as further provided in
      Section 3.21 hereof.

     

    Class
      M Certificates:
      Any of
      the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7,
      Class M-8 and Class M-9 Certificates.

     

    Class
      M-1 Certificate:
      Any
      Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-1 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-1 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount and (y) the excess, if any, of (a) the sum of
      (1)
      the aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Class A Principal Distribution
      Amount on such Distribution Date) and (2) the Certificate Principal Balance
      of
      the Class M-1 Certificates immediately prior to such Distribution Date, over
      (b)
      the lesser of (1) the product of (x) 58.80% and (y) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,018,215.

     

    Class
      M-2 Certificate:
      Any
      Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-2 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-2 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount and the Class M-1 Principal Distribution Amount
      and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      distribution of the Class A Principal Distribution Amount on such Distribution
      Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
      (after taking into account the distribution of the Class M-1 Principal
      Distribution Amount on such Distribution Date) and (3) the Certificate Principal
      Balance of the Class M-2 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 66.10% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period, (after giving effect to scheduled payments
      of principal due during the related Due Period to the extent received or
      advanced, and unscheduled collections of principal received during the related
      Prepayment Period, and after reduction for Realized Losses incurred during
      the
      prior calendar month) minus $1,018,215.

     

    Class
      M-3 Certificate:
      Any
      Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-3 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-3 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount
      and
      the Class M-2 Principal Distribution Amount and (y) the excess, if any, of
      (a)
      the sum of (1) the aggregate Certificate Principal Balance of the Class A
      Certificates (after taking into account the distribution of the Class A
      Principal Distribution Amount on such Distribution Date), (2) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date) and (4) the Certificate Principal
      Balance of the Class M-3 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 70.60% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,018,215.

     

    Class
      M-4 Certificate:
      Any
      Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-4 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-4 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution
      Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (2) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (3) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date) and (5) the Certificate Principal
      Balance of the Class M-4 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 74.30% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,018,215.

     

    Class
      M-5 Certificate:
      Any
      Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-5 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-5 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
      if
      any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the
      Class A Certificates (after taking into account the distribution of the Class
      A
      Principal Distribution Amount on such Distribution Date), (2) the Certificate
      Principal Balance of the Class M-1 Certificates (after taking into account
      the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (4) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date) and (6) the Certificate Principal
      Balance of the Class M-5 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 77.80% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,018,215.

     

    Class
      M-6 Certificate:
      Any
      Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-6 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-6 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
      Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Class A Principal Distribution
      Amount on such Distribution Date), (2) the Certificate Principal Balance of
      the
      Class M-1 Certificates (after taking into account the distribution of the Class
      M-1 Principal Distribution Amount on such Distribution Date), (3) the
      Certificate Principal Balance of the Class M-2 Certificates (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (4) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (5) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date) and (7) the Certificate Principal
      Balance of the Class M-6 Certificates immediately prior to such Distribution
      Date, over (b) the lesser of (1) the product of (x) 81.00% and (y) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,018,215.

     

    Class
      M-7 Certificate:
      Any
      Certificate designated as a “Class M-7 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-7 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-7 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
      Distribution Amount and the Class M-6 Principal Distribution Amount and (y)
      the
      excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
      Balance of the Class A Certificates (after taking into account the distribution
      of the Class A Principal Distribution Amount on such Distribution Date), (2)
      the
      Certificate Principal Balance of the Class M-1 Certificates (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (3) the Certificate Principal Balance of the Class M-2
      Certificates (after taking into account the distribution of the Class M-2
      Principal Distribution Amount on such Distribution Date), (4) the Certificate
      Principal Balance of the Class M-3 Certificates (after taking into account
      the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (6) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
      taking into account the distribution of the Class M-6 Principal Distribution
      Amount on such Distribution Date) and (8) the Certificate Principal Balance
      of
      the Class M-7 Certificates immediately prior to such Distribution Date, over
      (b)
      the lesser of (1) the product of (x) 84.30% and (y) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month),
      and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month) minus $1,018,215.

     

    Class
      M-8 Certificate:
      Any
      Certificate designated as a “Class M-8 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-8 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-8 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
      Distribution Amount, the Class M-6 Principal Distribution Amount and the Class
      M-7 Principal Distribution Amount and (y) the excess, if any, of (a) the sum
      of
      (1) the aggregate Certificate Principal Balance of the Class A Certificates
      (after taking into account the distribution of the Class A Principal
      Distribution Amount on such Distribution Date), (2) the Certificate Principal
      Balance of the Class M-1 Certificates (after taking into account the
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
      (after taking into account the distribution of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (4) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the
      distribution of the Class M-3 Principal Distribution Amount on such Distribution
      Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
      (after taking into account the distribution of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (6) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the
      distribution of the Class M-5 Principal Distribution Amount on such Distribution
      Date) (7) the Certificate Principal Balance of the Class M-6 Certificates (after
      taking into account the distribution of the Class M-6 Principal Distribution
      Amount on such Distribution Date), (8) the Certificate Principal Balance of
      the
      Class M-7 Certificates (after taking into account the distribution of the Class
      M-7 Principal Distribution Amount on such Distribution Date) and (9) the
      Certificate Principal Balance of the Class M-8 Certificates immediately prior
      to
      such Distribution Date, over (b) the lesser of (1) the product of (x) 87.20%
      and
      (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period, and after reduction for Realized Losses incurred during the prior
      calendar month), and (2) the aggregate Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period, and after reduction for Realized Losses incurred
      during the prior calendar month) minus $1,018,215.

     

    Class
      M-9 Certificate:
      Any
      Certificate designated as a “Class M-9 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-9 Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive Basis
      Risk Shortfall Carry Forward Amounts and (iii) the obligation to pay Class
      IO
      Distribution Amounts.

     

    Class
      M-9 Principal Distribution Amount:
      For any
      Distribution Date, an amount equal to the lesser of (x) the remaining Principal
      Distribution Amount for such Distribution Date after distribution of the Class
      A
      Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
      the
      Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
      Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
      Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
      M-7
      Principal Distribution Amount and the Class M-8 Principal Distribution Amount
      and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
      Principal Balance of the Class A Certificates (after taking into account the
      distribution of the Class A Principal Distribution Amount on such Distribution
      Date), (2) the Certificate Principal Balance of the Class M-1 Certificates
      (after taking into account the distribution of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (3) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (5) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date) (7) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (8) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (9) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on such Distribution
      Date) and (10) the Certificate Principal Balance of the Class M-9 Certificates
      immediately prior to such Distribution Date, over (b) the lesser of (1) the
      product of (x) 90.00% and (y) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period, and after reduction for Realized Losses
      incurred during the prior calendar month), and (2) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      minus $1,018,215.

     

    Class
      P Certificate:
      Any
      Certificate designated as a “Class P Certificate” on the face thereof, in the
      form of Exhibit A-3 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class P Certificates as set forth herein and
      evidencing (i) a Regular Interest in REMIC V and (ii) the right to receive
      any
      Prepayment Charge Waiver Amounts.

     

    Class
      P Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class P Certificates, evidencing a Regular Interest in REMIC
      III
      for purposes of the REMIC Provisions.

     

    Class
      P Certificate Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 4.06 in the name of the Trustee for the benefit of the Class P
      Certificateholders.

     

    Class
      R Certificate:
      Any of
      the Class R-1, Class R-2, Class R-3 and Class RX Certificates.

     

    Class
      R-1 Certificate:
      Any
      Certificate designated a “Class R-1 Certificate” on the face thereof, in the
      form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
      I and representing the right to the Percentage Interest of distributions
      provided for the Class R-1 Certificates as set forth herein.

     

    Class
      R-2 Certificate:
      Any
      Certificate designated a “Class R-2 Certificate” on the face thereof, in the
      form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
      II and representing the right to the Percentage Interest of distributions
      provided for the Class R-2 Certificates as set forth herein.

     

    Class
      R-3 Certificate:
      Any
      Certificate designated a “Class R-3 Certificate” on the face thereof, in the
      form set forth in Exhibit A-5 hereto, evidencing the Residual Interest in REMIC
      III and representing the right to the Percentage Interest of distributions
      provided for the Class R-3 Certificates as set forth herein.

     

    Class
      RX Certificate:
      Any
      Certificate designated a “Class RX Certificate” on the face thereof, in the form
      set forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4,
      Class R-5 Interest and Class R-6 Interest and representing the right to the
      Percentage Interest of distributions provided for the Class RX Certificates
      as
      set forth herein.

     

    Class
      R-4 Interest:
      The
      uncertificated Residual Interest in REMIC IV.

     

    Class
      R-5 Interest:
      The
      uncertificated Residual Interest in REMIC V.

     

    Class
      R-6 Interest:
      The
      uncertificated Residual Interest in REMIC VI.

     

    Closing
      Date:
      February 28, 2007.

     

    Code:
      The
      Internal Revenue Code of 1986, including any successor or amendatory
      provisions.

     

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

     

    Compensating
      Interest:
      An
      amount, not to exceed the Servicing Fee, to be deposited in the Protected
      Account by the Master Servicer to the payment of a Prepayment Interest Shortfall
      on a Mortgage Loan subject to this Agreement.

     

    Corporate
      Trust Office:
      The
      designated office of the Trustee where at any particular time its corporate
      trust business with respect to this Agreement shall be administered, which
      office at the date of the execution of this Agreement is located at 135 South
      LaSalle Street, Suite 1511, Chicago, Illinois, 60603 Attention: Global
      Securities and Trust Services - Bear Stearns Asset Backed Securities I LLC,
      Series 2007-AQ2, or at such other address as the Trustee may designate from
      time
      to time.

     

    Corresponding
      Certificate:
      With
      respect to each REMIC II Regular Interest (other than REMIC II Regular Interests
      AA, ZZ, IO and P), the Certificate with the corresponding designation. With
      respect to each REMIC III Regular Interest (other than the Class CE Interest,
      the Class P Interest and the Class IO Interest), the related Certificate
      representing an ownership therein.

     

    Current
      Interest:
      As of
      any Distribution Date, with respect to the Certificates and interests of each
      class (other than the Class P Certificates, Class P Interest, the Residual
      Interests and the Residual Certificates), (i) the interest accrued on the
      Certificate Principal Balance or Certificate Notional Amount or Uncertificated
      Notional Amount, as applicable, during the related Accrual Period at the
      applicable Pass-Through Rate, plus any amount previously distributed with
      respect to interest for such Certificate or interest that has been recovered
      as
      a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a)
      any
      Prepayment Interest Shortfall for such Distribution Date, to the extent not
      covered by Compensating Interest and (b) any Relief Act Interest Shortfalls
      during the related Due Period, provided, however, that for purposes of
      calculating Current Interest for any such class, amounts specified in clause
      (ii) hereof for any such Distribution Date shall be allocated first to the
      Class
      CE Certificates and the Class CE Interest in reduction of amounts otherwise
      distributable to such Certificates and interest on such Distribution Date and
      then any excess shall be allocated to each Class of Class A Certificates and
      Class M Certificates on a pro
      rata
      basis
      based on the respective amounts of interest accrued pursuant to clause (i)
      hereof for each such Class on such Distribution Date.

     

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

     

    Custodial
      Agreement:
      An
      agreement, dated as of February 28, 2007, among the Depositor, EMC, as a Seller
      and as Master Servicer, Master Funding as a Seller, the Trustee and the
      Custodian in substantially the form of Exhibit J hereto.

     

    Custodian:
      LaSalle
      Bank National Association, or any successor custodian appointed pursuant to
      the
      provisions hereof and the Custodial Agreement.

     

    Cut-off
      Date:
      February 1, 2007.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the unpaid principal balance thereof on the Cut-off Date
      after application of all Principal Prepayments received prior to the Cut-off
      Date and scheduled payments of principal due on or before the Cut-off Date,
      whether or not received, but without giving effect to any installments of
      principal received in respect of Due Dates after the Cut-off Date. The aggregate
      Cut-off Date Principal Balance of the Mortgage Loans is $203,642,915.91.


     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
      in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
      Mortgage Loan that became final and non-appealable, except such a reduction
      resulting from a Deficient Valuation or any other reduction that results in
      a
      permanent forgiveness of principal.

     

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

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
      of the Mortgaged Property in an amount less than the then outstanding
      indebtedness under such Mortgage Loan, or any reduction in the amount of
      principal to be paid in connection with any Scheduled Payment that results
      in a
      permanent forgiveness of principal, which valuation or reduction results from
      an
      order of such court that is final and non-appealable in a proceeding under
      the
      Bankruptcy Code.

     

    Definitive
      Certificates:
      As
      defined in Section 6.06.

     

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

     

    Delinquency
      Event:
      A
      Delinquency Event shall have occurred and be continuing if at any time, (x)
      the
      percent equivalent of a fraction, the numerator of which is the aggregate Stated
      Principal Balance of the Mortgage Loans that are 60 days or more Delinquent
      (including for this purpose any such Mortgage Loans in bankruptcy or foreclosure
      and Mortgage Loans with respect to which the related Mortgaged Property is
      REO
      Property), and the denominator of which is the aggregate Stated Principal
      Balance of all of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      exceeds (y) 40.45% of the Current Specified Enhancement Percentage.

     

    Delinquent:
      A
      Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
      the terms of such Mortgage Loan by the close of business on the day such payment
      is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
      has not been received by the close of business on the corresponding day of
      the
      month immediately succeeding the month in which such payment was due, or, if
      there is no such corresponding day (e.g., as when a 30-day month follows a
      31-day month in which a payment was due on the 31st day of such month), then
      on
      the last day of such immediately succeeding month. Similarly for “60 days
      delinquent,” “90 days delinquent” and so on. This calculation of delinquency is
      referred to as the OTS methodology.

     

    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Principal Balance or Initial Notional Amount of this
      Certificate”.

     

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

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
      which is Cede & Co., or any other organization registered as a “clearing
      agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
      amended. The Depository shall initially be the registered Holder of the
      Book-Entry Certificates. The Depository shall at all times be a “clearing
      corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
      the State of New York.

     

    Depository
      Agreement:
      With
      respect to the Class of Book-Entry Certificates, the agreement among the
      Depositor, the Trustee and the initial Depository, dated as of the Closing
      Date,
      substantially in the form of Exhibit H.

     

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

     

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

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 4.04 in the name of the Trustee for the benefit of the
      Certificateholders designated “LaSalle Bank National Association, in trust for
      registered holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
      Certificates, Series 2007-AQ2”. Funds in the Distribution Account shall be held
      in trust for the Certificateholders for the uses and purposes set forth in
      this
      Agreement.

     

    Distribution
      Account Deposit Date:
      Two
      Business Days prior to each Distribution Date.

     

    Distribution
      Date:
      The
      25th day of each calendar month after the initial issuance of the Certificates,
      or if such 25th day is not a Business Day, the next succeeding Business Day,
      commencing in March 2007.

     

    Due
      Date:
      As to
      any Mortgage Loan, the date in each month on which the related Scheduled Payment
      is due, as set forth in the related Mortgage Note.

     

    Due
      Period:
      With
      respect to any Distribution Date, the period from the second day of the calendar
      month preceding the calendar month in which such Distribution Date occurs
      through close of business on the first day of the calendar month in which such
      Distribution Date occurs.

     

    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, or (ii)
      an
      account or accounts in a depository institution or trust company in which such
      accounts are insured by the FDIC (to the limits established by the FDIC) and
      the
      uninsured deposits in which accounts are otherwise secured such that, as
      evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
      Agency, the Certificateholders have a claim with respect to the funds in such
      account or a perfected first priority security interest against any collateral
      (which shall be limited to Permitted Investments) securing such funds that
      is
      superior to claims of any other depositors or creditors of the depository
      institution or trust company in which such account is maintained, or (iii)
      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 (iv) any other account acceptable to the Rating Agency, as evidenced
      in writing. Eligible Accounts may bear interest, and may include, if otherwise
      qualified under this definition, accounts maintained with the
      Trustee.

     

    EMC:
      EMC
      Mortgage Corporation, a Delaware corporation, and its successors and
      assigns.

     

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

     

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

     

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

     

    ERISA
      Restricted Certificates:
      Any of
      the Class CE, Class P and Residual Certificates.

     

    Event
      of Default:
      As
      defined in Section 8.01 hereof.

     

    Excess
      Cashflow:
      With
      respect to any Distribution Date, an amount, if any, equal to the sum of (a)
      the
      Remaining Excess Spread for such Distribution Date and (b) the
      Overcollateralization Release Amount for such Distribution Date.

     

    Excess
      Liquidation Proceeds:
      To the
      extent not required by law to be paid to the related Mortgagor, the excess,
      if
      any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
      Principal Balance of such Mortgage Loan and accrued and unpaid interest at
      the
      related Mortgage Rate through the last day of the month in which the Mortgage
      Loan has been liquidated.

     

    Excess
      Spread:
      With
      respect to any Distribution Date, the excess, if any, of (i) the Interest Funds
      for such Distribution Date, over (ii) the sum of the Current Interest on the
      Class A Certificates and Class M Certificates and Interest Carry Forward Amounts
      on the Class A Certificates (other than Interest Carry Forward Amounts paid
      pursuant to Section 5.04(a)(3)(A)), in each case for such Distribution
      Date.

     

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

     

    Exemption:
      Prohibited Transaction Exemption 90-30, as amended from time to
      time.

     

    Extra
      Principal Distribution Amount:
      With
      respect to any Distribution Date, the lesser of (i) the excess, if any, of
      the
      Overcollateralization Target Amount for such Distribution Date, over the
      Overcollateralization Amount for such Distribution Date (after giving effect
      to
      distributions of principal on the Certificates other than any Extra Principal
      Distribution Amount) and (ii) the Excess Spread for such Distribution
      Date.

     

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

     

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

     

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

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by EMC (on its own behalf as a Seller
      and on behalf of Master Funding) pursuant to or as contemplated by Section
      2.03(c) or Section 10.01), a determination made by the Master Servicer that
      all
      Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
      the Master Servicer, in its reasonable good faith judgment, expects to be
      finally recoverable in respect thereof have been so recovered. The Master
      Servicer shall maintain records of each Final Recovery Determination made
      thereby.

     

    FIRREA:
      The
      Financial Institutions Reform, Recovery, and Enforcement Act of
      1989.

     

    Fiscal
      Quarter:
      December 1 to February 29 (or the last day in such month), March 1 to May 31,
      June 1 to August 31, or September 1 to November 30, as applicable.

     

    Fitch:
      Fitch,
      Inc. and any successor thereto.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 3.16(a)(iii).

     

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

     

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

     

    Gross
      Margin:
      With
      respect to each Adjustable Rate Mortgage Loan, the fixed percentage set forth
      in
      the related Mortgage Note that is added to the Index on each Adjustment Date
      in
      accordance with the terms of the related Mortgage Note used to determine the
      Mortgage Rate for such Mortgage Loan.

     

    Guarantor:
      As
      defined in Section 3.21(i).

     

    Guarantee:
      As
      defined in Section 3.21(i).

     

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

     

    Index:
      With
      respect to each Adjustable Rate Mortgage Loan and with respect to each related
      Adjustment Date, the index as specified in the related Mortgage
      Note.

     

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

     

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

     

    Initial
      Certificate Principal Balance:
      With
      respect to any Certificate, the Certificate Principal Balance of such
      Certificate or any predecessor Certificate on the Closing Date.

     

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

     

    Insurance
      Policy:
      With
      respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
      including all riders and endorsements thereto in effect with respect to such
      Mortgage Loan, including any replacement policy or policies for any Insurance
      Policies.

     

    Insurance
      Proceeds:
      Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
      and any other insurance policy covering a Mortgage Loan, to the extent such
      proceeds are payable to the mortgagee under the Mortgage, the Master Servicer
      or
      the trustee under the deed of trust and are not applied to the restoration
      of
      the related Mortgaged Property or released to the Mortgagor in accordance with
      the procedures that the Master Servicer would follow in servicing mortgage
      loans
      held for its own account, in each case other than any amount included in such
      Insurance Proceeds in respect of Insured Expenses.

     

    Insured
      Expenses:
      Expenses covered by any insurance policy with respect to the Mortgage
      Loans.

     

    Interest
      Carry Forward Amount:
      As of
      any Distribution Date and with respect to each Class of Certificates (other
      than
      the Class CE, Class P and the Residual Certificates), the sum of (i) the excess
      of (a) the Current Interest for such Class with respect to such Distribution
      Date and any prior Distribution Dates over (b) the amount actually distributed
      to such Class of Certificates with respect to interest on such Distribution
      Dates and (ii) interest thereon (to the extent permitted by applicable law)
      at
      the applicable Pass-Through Rate for such Class for the related Accrual Period
      including the Accrual Period relating to such Distribution Date.

     

    Interest
      Determination Date:
      Shall
      mean the second LIBOR Business Day preceding the commencement of each Accrual
      Period.

     

    Interest
      Funds:
      With
      respect to any Distribution Date (1) the sum, without duplication, of (a) all
      scheduled interest during the related Due Period with respect to the Mortgage
      Loans, less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any, (b)
      all
      Advances relating to interest with respect to the Mortgage Loans made on or
      prior to the related Distribution Account Deposit Date, (c) all Compensating
      Interest with respect to the Mortgage Loans and required to be remitted by
      the
      Master Servicer pursuant to this Agreement with respect to such Distribution
      Date, (d) Liquidation Proceeds and Subsequent Recoveries (to the extent such
      Liquidation Proceeds and Subsequent Recoveries relate to interest) less all
      non-recoverable Advances related to interest and certain expenses reimbursed
      during the prior calendar month, in each case with respect to the Mortgage
      Loans, (e) all amounts relating to interest with respect to each Mortgage Loan
      repurchased by EMC (on its own behalf as a Seller and on behalf of Master
      Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer pursuant
      to Section 3.19, in each case to the extent remitted by the Master Servicer
      to
      the Distribution Account pursuant to this Agreement and (f) the interest portion
      of any proceeds received from the exercise of an Optional Termination, minus
      (2)
      (i) all amounts relating to interest required to be reimbursed pursuant to
      Sections 4.02 and 4.05 or as otherwise set forth in this Agreement, and (ii)
      any
      Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger
      Event and other than to the extent already paid by the Swap Administrator from
      any upfront payment received pursuant to any replacement interest rate swap
      agreements that may be entered into by the Supplemental Interest Trust Trustee)
      owed to the Swap Administrator for payment to the Swap Provider for such
      Distribution Date and any such payments remaining unpaid for any prior
      Distribution Dates.

     

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

     

    LaSalle:
      LaSalle
      Bank National Association, and any successor thereto.

     

    Last
      Scheduled Distribution Date:
      Solely
      for purposes of the face of the Certificates as follows: with respect to the
      Certificates, other than the Class A-1, Class A-2 and Class A-3 Certificates,
      the Distribution Date in January 2037; with respect to the Class A-1, Class
      A-2
      and Class A-3 Certificates, the Distribution Date in May 2030, May 2033 and
      January 2036, respectively. 

     

    Latest
      Possible Maturity Date:
      With
      respect to the Certificates, January 25, 2037, which is the Distribution Date
      in
      the month following the final scheduled maturity date of the Mortgage Loan
      in
      the Trust Fund having the latest scheduled maturity date as of the Cut-off
      Date.
      For purposes of the Treasury regulations under Sections 860A through 860G of
      the
      Code, the latest possible maturity date of each Regular Interest issued by
      REMIC
      I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be the Latest
      Possible Maturity Date. 

     

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

     

    Liquidated
      Loan:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan that has been
      liquidated through deed-in-lieu of foreclosure, foreclosure sale, 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
      Master Servicer has made a Final Recovery Determination with respect
      thereto.

     

    Liquidation
      Proceeds:
      Amounts, other than Insurance Proceeds, received in connection with the partial
      or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
      foreclosure sale or otherwise, or in connection with any condemnation or partial
      release of a Mortgaged Property and any other proceeds received with respect
      to
      an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
      and Servicing Advances and all expenses of liquidation, including property
      protection expenses and foreclosure and sale costs, including court and
      reasonable attorneys fees.

     

    Loan-to-Value
      Ratio:
      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 Appraised Value of the related Mortgaged Property.

     

    Loss
      Allocation Limitation:
      The
      meaning specified in Section 5.05(b) hereof.

     

    LPMI
      Fee:
      The fee
      payable to the insurer for each Mortgage Loan subject to an LPMI Policy as
      set
      forth in such LPMI Policy.

     

    LPMI
      Policy:
      A
      policy of mortgage guaranty insurance issued by an insurer meeting the
      requirements of Fannie Mae and Freddie Mac in which the Master Servicer or
      the
      related subservicer of the related Mortgage Loan is responsible for the payment
      of the LPMI Fee thereunder from collections on the related Mortgage
      Loan.

     

    Majority
      Class CE Certificateholder:
      The
      Holder of a 50.01% or greater Percentage Interest in the Class CE
      Certificates.

     

    Marker
      Rate:
      With
      respect to the Class CE Interest and any Distribution Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC II
      Pass-Through Rates for the REMIC II Regular Interests (other than REMIC II
      Regular Interests AA, IO and P), with the rate on each such REMIC II Regular
      Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal to
      the
      lesser of (i) the One-Month LIBOR Pass-Through Rate for the Corresponding
      Certificate and (ii) the Net Rate Cap for the REMIC III Regular Interest the
      ownership of which is represented by the Corresponding Certificate for the
      purpose of this calculation for such Distribution Date, and with the rate on
      REMIC II Regular Interest ZZ subject to a cap of zero for the purpose of this
      calculation; provided, however, that solely for this purpose, the related cap
      with respect to each REMIC II Regular Interest (other than REMIC II Regular
      Interests AA, ZZ, IO and P) shall be multiplied by a fraction, the numerator
      of
      which is 30 and the denominator of which is the actual number of days in the
      related Accrual Period.

     

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

     

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

     

    Master
      Servicer:
      EMC
      Mortgage Corporation, in its capacity as master servicer, and its successors
      and
      assigns.

     

    Maximum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the maximum Mortgage Rate thereunder.

     

    Maximum
      Probable Exposure:
      With
      respect to each Distribution Date, the amount calculated by the Depositor in
      accordance with the Seller’s internal risk management process in respect of
      similar instruments, such calculation to be performed as agreed by the Trustee
      and the Depositor.

     

    Maximum
      Uncertificated Accrued Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess, if any, of (i) accrued interest
      at
      the Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
      Interest ZZ for such Distribution Date on a balance equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest ZZ minus the REMIC II
      Overcollateralization Amount, in each case for such Distribution Date, over
      (ii)
      the aggregate amount of Uncertificated Accrued Interest for such Distribution
      Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
      AA, ZZ, IO and P), with the rate on each such REMIC II Regular Interest subject
      to a cap equal to the lesser of (x) the One-Month LIBOR Pass Through Rate for
      the Corresponding Certificate and (y) the Net Rate Cap for the REMIC III Regular
      Interest the ownership of which is represented by the Corresponding Certificate
      for the purpose of this calculation for such Distribution Date; provided,
      however, that solely for this purpose, the related cap with respect to each
      REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ, IO
      and
      P) shall be multiplied by a fraction, the numerator of which is 30 and the
      denominator of which is the actual number of days in the related Accrual
      Period.

     

    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
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the minimum Mortgage Rate thereunder.

     

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

     

    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to Section
      5.06.

     

    Moody’s:
      Moody’s
      Investors Service, Inc., and any successor thereto.

     

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

     

    Mortgage
      File:
      The
      mortgage documents listed in Section 2.01 hereof pertaining to a particular
      Mortgage Loan and any additional documents delivered to the Custodian to be
      added to the Mortgage File pursuant to this Agreement and the Custodial
      Agreement.

     

    Mortgage
      Loans:
      Such of
      the Mortgage Loans transferred and assigned to the Trustee pursuant to the
      provisions hereof, as from time to time are held as a part of the Trust Fund
      (including any REO Property), the mortgage loans so held being identified in
      the
      Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
      title of the related Mortgaged Property.

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement, dated as of February 28, 2007, among EMC,
      as a
      seller, Master Funding, as a seller and the Depositor, as purchaser in the
      form
      attached hereto as Exhibit L.

     

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

     

    Mortgage
      Loan Schedule:
      The
      list of Mortgage Loans (as from time to time amended by the Seller or the Master
      Servicer to reflect the deletion of Deleted Mortgage Loans and the addition
      of
      Replacement Mortgage Loans pursuant to the provisions of this Agreement)
      transferred to the Trustee as part of the Trust Fund and from time to time
      subject to this Agreement, the initial Mortgage Loan Schedule being attached
      hereto as Exhibit B setting forth the following information with respect to
      each
      Mortgage Loan:

     

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

    (b)  the
      property type;

    (c)  the
      Mortgage Interest Rate;

    (d)  the
      Servicing Fee Rate;

    (e)  the
      Master Servicer's Fee Rate;

    (f)  the
      LPMI
      Fee, if applicable;

    (g)  [reserved];

    (h)  the
      Net
      Rate;

    (i)  the
      maturity date;

    (j)  the
      stated original term to maturity;

    (k)  the
      stated remaining term to maturity;

    (l)  the
      original Principal Balance;

    (m)  the
      first
      payment date;

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

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

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

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

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

    (s)  the
      Gross
      Margin, if applicable;

    (t)  the
      next
      Adjustment Date, if applicable;

    (u)  the
      Maximum Mortgage Rate, if applicable;

    (v)  the
      Minimum Mortgage Rate, if applicable;

    (w)  the
      Periodic Rate Cap, if applicable; 

    (x)  the
      Loan
      Group, if applicable;

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

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

    (aa)  the
      Prepayment Charge, if any;

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

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

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

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

    (ff)  the
      Mortgage Loan Seller; and

    (gg)  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 (o)
      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
      Note:
      The
      original executed note or other evidence of indebtedness of a Mortgagor under
      a
      Mortgage Loan.

     

    Mortgage
      Rate:
      With
      respect to each fixed rate Mortgage Loan, the rate set forth in the related
      Mortgage Note. With respect to each Adjustable Rate Mortgage Loan, the annual
      rate at which interest accrues on such Mortgage Loan from time to time in
      accordance with the provisions of the related Mortgage Note, which rate (A)
      as
      of any date of determination until the first Adjustment Date following the
      Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
      Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
      any
      date of determination thereafter shall be the rate as adjusted on the most
      recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
      0.125% (as provided in the Mortgage Note), of the Index, determined as set
      forth
      in the related Mortgage Note, plus the related Gross Margin subject to the
      limitations set forth in the related Mortgage Note. With respect to each
      Mortgage Loan that becomes an REO Property, as of any date of determination,
      the
      annual rate determined in accordance with the immediately preceding sentence
      as
      of the date such Mortgage Loan became an REO Property.

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligors on a Mortgage Note.

     

    Net
      Mortgage Rate:
      As to
      each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
      Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate
      and
      (iii) the rate at which the LPMI Fee is calculated, if any.

     

    Net
      Rate Cap:
      With
      respect to any Distribution Date and the Class A Certificates and Class M
      Certificates, the excess, if any, of (A) a per annum rate equal to the product
      of (x) the weighted average of the Net Mortgage Rates on the then outstanding
      Mortgage Loans, weighted based on the Stated Principal Balances of such Mortgage
      Loans as
      of the
      related Due Date prior to giving effect to any reduction in the Stated Principal
      Balances of such Mortgage Loans on such Due Date,
      and (y)
      a fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days elapsed in the related Accrual Period, over (B) an amount,
      expressed as a per annum rate, equal to the sum of (i) the Net Swap Payment
      payable to the Swap Provider on such Distribution Date and (ii) any Swap
      Termination Payment not due to a Swap Provider Trigger Event payable to the
      Swap
      Provider (other than to the extent already paid by the Swap Administrator from
      any upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee),
      divided by the aggregate outstanding Stated Principal Balance of the Mortgage
      Loans as of the related Due Date prior to giving effect to any reduction in
      the
      Stated Principal Balances of such Mortgage Loans on such Due Date, multiplied
      by
      12. With respect to any Distribution Date and the REMIC III Regular Interests
      the ownership of which is represented by Class A Certificates and Class M
      Certificates, a per annum rate equal to the weighted average (adjusted for
      the
      actual number of days elapsed in the related Accrual Period) of the
      Uncertificated REMIC II Pass-Through Rates on the REMIC II Regular Interests
      (other than REMIC II Regular Interests IO and P), weighted on the basis of
      the
      Uncertificated Principal Balances of each such REMIC II Regular Interest
      immediately prior to such Distribution Date.

     

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

     

    Non
      Book-Entry Certificate:
      Any
      Certificate other than a Book-Entry Certificate.

     

    Nonrecoverable
      Advance:
      Any
      portion of an Advance previously made or proposed to be made by the Master
      Servicer pursuant to this Agreement, that, in the good faith judgment of the
      Master Servicer, will not or, in the case of a proposed advance, would not,
      be
      ultimately recoverable by it from the related Mortgagor, related Liquidation
      Proceeds, Insurance Proceeds or otherwise.

     

    Notional
      Amount:
      With
      respect to each Distribution Date and the Swap Agreement, the notional amount
      for the related calculation period as set forth in the related schedule set
      forth in Exhibit M. 

     

    Offered
      Certificates:
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
      Certificates.

     

    Officer’s
      Certificate:
      A
      certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
      Board, the President, a Vice President (however denominated), an Assistant
      Vice
      President, the Treasurer, the Secretary, or one of the assistant treasurers
      or
      assistant secretaries of the Depositor or the Master Servicer (or any other
      officer customarily performing functions similar to those performed by any
      of
      the above designated officers and also to whom, with respect to a particular
      matter, such matter is referred because of such officer’s knowledge of and
      familiarity with a particular subject) or (ii), if provided for in this
      Agreement, signed by a Servicing Officer, as the case may be, and delivered
      to
      the Depositor, the Seller, Master Funding and/or the Trustee, as the case may
      be, as required by this Agreement.

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period, the rate determined by the Trustee on the related
      Interest Determination Date on the basis of the rate for U.S. dollar deposits
      for one month that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m.
      (London time) on such Interest Determination Date. If such rate does not appear
      on such page (or such other page as may replace that page on that service,
      or if
      such service is no longer offered, such other service for displaying One-Month
      LIBOR or comparable rates as may be reasonably selected by the Trustee),
      One-Month LIBOR for the applicable Accrual Period will be the Reference Bank
      Rate. If no such quotations can be obtained by the Trustee and no Reference
      Bank
      Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the
      preceding Accrual Period. The establishment of One-Month LIBOR on each Interest
      Determination Date by the Trustee and the Trustee’s calculation of the rate of
      interest applicable to the Class A Certificates and Class M Certificates for
      the
      related Accrual Period shall, in the absence of manifest error, be final and
      binding.

     

    One-Month
      LIBOR Pass-Through Rate:
      With
      respect to each Class A Certificate and Class M Certificate and, for purposes
      of
      the definitions of “Marker Rate” and “Maximum Uncertificated Accrued Interest
      Deferral Amount”, the REMIC II Regular Interest for which such Certificate is
      the Corresponding Certificate, a per annum rate equal to One-Month LIBOR plus
      the related Certificate Margin.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be counsel for the Seller, the Depositor
      or
      the Master Servicer, reasonably acceptable to each addressee of such opinion;
      provided that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
      interpretation or application of the REMIC Provisions, such counsel must (i)
      in
      fact be independent of the Seller, Depositor and the Master Servicer, (ii)
      not
      have any direct financial interest in the
      Seller, the
      Depositor or the Master Servicer or in any affiliate of either, and (iii) not
      be
      connected with the Seller, the Depositor or the Master Servicer as an officer,
      employee, promoter, underwriter, trustee, partner, director or person performing
      similar functions.

     

    Optional
      Termination:
      The
      termination of the Trust Fund created hereunder as a result of the purchase
      of
      all of the Mortgage Loans and REO Property pursuant to Section 10.01
      hereof.

     

    Optional
      Termination Date:
      The
      Distribution Date on which the Stated Principal Balance of all of the Mortgage
      Loans is equal to or less than 10% of the Stated Principal Balance of all of
      the
      Mortgage Loans as of the Cut-off Date.

     

    Original
      Value:
      The
      value of the property underlying a Mortgage Loan based, in the case of the
      purchase of the underlying Mortgaged Property, on the lower of an appraisal
      or
      the sales price of such property or, in the case of a refinancing, on an
      appraisal.

     

    OTS:
      The
      Office of Thrift Supervision.

     

    Outstanding:
      With
      respect to the Certificates as of any date of determination, all Certificates
      theretofore executed and authenticated under this Agreement except:

     

    (a) Certificates
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation; and

     

    (b) Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Trustee pursuant to this Agreement.

     

    Outstanding
      Mortgage Loan:
      As of
      any date of determination, a Mortgage Loan with a Stated Principal Balance
      greater than zero that was not the subject of a Principal Prepayment in full,
      and that did not become a Liquidated Loan, prior to the end of the related
      Prepayment Period.

     

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

     

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

     

    Overcollateralization
      Target Amount:
      With
      respect to any Distribution Date (a) prior to the Stepdown Date, 5.00% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date,
      (b) on or after the Stepdown Date and if a Trigger Event is not in effect,
      the
      greater of (i) the lesser of (1) 5.00% of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the Cut-off Date and (2) 10.00% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period, and
      after reduction for Realized Losses incurred during the prior calendar month)
      and (ii) $1,018,215 or (c) on or after the Stepdown Date and if a Trigger Event
      is in effect, the Overcollateralization Target Amount for the immediately
      preceding Distribution Date.

     

    Ownership
      Interest:
      As to
      any Certificate, any ownership interest in such Certificate including any
      interest in such Certificate as the Holder thereof and any other interest
      therein, whether direct or indirect, legal or beneficial.

     

    Pass-Through
      Rate:
      With
      respect to the Class A Certificates and Class M Certificates and any
      Distribution Date, a per annum rate equal to the lesser of (i) the related
      One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the Net
      Rate Cap for such Distribution Date.

     

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

     

    With
      respect to the Class CE Certificate, the Class CE Certificate shall not have
      a
      Pass-Through Rate, but Current Interest for such Certificate and each
      Distribution Date shall be an amount equal to 100% of the amounts distributable
      to the Class CE Interest for such Distribution Date.

     

    With
      respect to the Class P Certificate and the Class P Interest, 0.00% per
      annum.

     

    With
      respect to the Class IO Interest, Class IO Interest shall not have a
      Pass-Through Rate, but Current Interest for such interest and each Distribution
      Date shall be an amount equal to 100% of the amounts distributable to REMIC
      II
      Regular Interest IO for such Distribution Date.

     

    With
      respect to REMIC VI Regular Interest IO, REMIC VI Regular Interest IO shall
      not
      have a Pass-Through Rate, but Current Interest for such Regular Interest and
      each Distribution Date shall be an amount equal to 100% of the amounts
      distributable to the Class IO Interest for such Distribution Date.

     

    Pass-Through
      Transfer:
      Any
      transaction involving either (1) a sale or other transfer of mortgage loans
      directly or indirectly to an issuing entity in connection with an issuance
      of
      publicly offered or privately placed, rated or unrated mortgage-backed
      securities or (2) an issuance of publicly offered or privately placed, rated
      or
      unrated securities, the payments on which are determined primarily by reference
      to one or more portfolios of residential mortgage loans.

     

    Percentage
      Interest:
      With
      respect to any Certificate of a specified Class, the Percentage Interest set
      forth on the face thereof or the percentage obtained by dividing the
      Denomination of such Certificate by the aggregate of the Denominations of all
      Certificates of such Class.

     

    Periodic
      Rate Cap:
      With
      respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
      the fixed percentage set forth in the related Mortgage Note, which is the
      maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
      or
      decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
      Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
      prior
      to such Adjustment Date.

     

    Permitted
      Investments:
      At any
      time, any one or more of the following obligations and securities:

     

    
      	(i)  	
              obligations
                of the United States or any agency thereof, provided such obligations
                are
                backed by the full faith and credit of the United
                States;

            


    

     

    
      	(ii)  	
              general
                obligations of or obligations guaranteed by any state of the United
                States
                or the District of Columbia receiving the highest long-term debt
                rating of
                each Rating Agency, or such lower rating as will not result in the
                downgrading or withdrawal of the ratings then assigned to the Certificates
                by each Rating Agency, as evidenced in
                writing;

            


    

     

    
      	(iii)  	
              commercial
                or finance company paper which is then receiving the highest commercial
                or
                finance company paper rating of each Rating Agency, or such lower
                rating
                as will not result in the downgrading or withdrawal of the ratings
                then
                assigned to the Certificates by each Rating Agency, as evidenced
                in
                writing;

            


    

     

    
      	(iv)  	
              certificates
                of deposit, demand or time deposits, or bankers’ acceptances issued by any
                depository institution or trust company incorporated under the laws
                of the
                United States or of any state thereof and subject to supervision
                and
                examination by federal and/or state banking authorities (including
                the
                Trustee in its commercial banking capacity), provided that the commercial
                paper and/or long term unsecured debt obligations of such depository
                institution or trust company are then rated one of the two highest
                long-term and the highest short-term ratings of each such Rating
                Agency
                for such securities, or such lower ratings as will not result in
                the
                downgrading or withdrawal of the rating then assigned to the Certificates
                by any Rating Agency, as evidenced in
                writing;

            


    

     

    
      	(v)  	
              guaranteed
                reinvestment agreements issued by any bank, insurance company or
                other
                corporation containing, at the time of the issuance of such agreements,
                such terms and conditions as will not result in the downgrading or
                withdrawal of the rating then assigned to the Certificates by each
                Rating
                Agency, as evidenced in writing;

            


    

     

    
      	(vi)  	
              repurchase
                obligations with respect to any security described in clauses (i)
                and (ii)
                above, in either case entered into with a depository institution
                or trust
                company (acting as principal) described in clause (v)
                above;

            


    

     

    
      	(vii)  	
              securities
                (other than stripped bonds, stripped coupons or instruments sold
                at a
                purchase price in excess of 115% of the face amount thereof) bearing
                interest or sold at a discount issued by any corporation incorporated
                under the laws of the United States or any state thereof which, at
                the
                time of such investment, have one of the two highest short term ratings
                of
                each Rating Agency (except if the Rating Agency is Moody’s, such rating
                shall be the highest commercial paper rating of Moody’s for any such
                securities), or such lower rating as will not result in the downgrading
                or
                withdrawal of the rating then assigned to the Certificates by each
                Rating
                Agency, as evidenced by a signed writing delivered by each Rating
                Agency;

            


    

     

    
      	(viii)  	
              interests
                in any money market fund (including any such fund managed or advised
                by
                the Trustee or any affiliate thereof) which at the date of acquisition
                of
                the interests in such fund and throughout the time such interests
                are held
                in such fund has the highest applicable short term rating by each
                Rating
                Agency or such lower rating as will not result in the downgrading
                or
                withdrawal of the ratings then assigned to the Certificates by each
                Rating
                Agency, as evidenced in writing;

            


    

     

    
      	(ix)  	
              short
                term investment funds sponsored by any trust company or banking
                association incorporated under the laws of the United States or any
                state
                thereof (including any such fund managed or advised by the Trustee
                or the
                Master Servicer or any affiliate thereof) which on the date of acquisition
                has been rated by each Rating Agency in their respective highest
                applicable rating category or such lower rating as will not result
                in the
                downgrading or withdrawal of the ratings then assigned to the Certificates
                by each Rating Agency, as evidenced in writing;
                and

            


    

     

    
      	(x)  	
              such
                other investments having a specified stated maturity and bearing
                interest
                or sold at a discount acceptable to each Rating Agency and as will
                not
                result in the downgrading or withdrawal of the rating then assigned
                to the
                Certificates by any Rating Agency, as evidenced by a signed writing
                delivered by each Rating Agency;

            


    

     

    provided,
      that no such instrument shall be a Permitted Investment if such instrument
      (i)
      evidences the right to receive interest only payments with respect to the
      obligations underlying such instrument, (ii) is purchased at a premium or (iii)
      is purchased at a deep discount; provided further that no such instrument shall
      be a Permitted Investment (A) if such instrument evidences principal and
      interest payments derived from obligations underlying such instrument and the
      interest payments with respect to such instrument provide a yield to maturity
      of
      greater than 120% of the yield to maturity at par of such underlying
      obligations, or (B) if it may be redeemed at a price below the purchase price
      (the foregoing clause (B) not to apply to investments in units of money market
      funds pursuant to clause (viii) above); provided further that no amount
      beneficially owned by any REMIC may be invested in investments (other than
      money
      market funds) treated as equity interests for federal income tax purposes,
      unless the Trustee shall receive an Opinion of Counsel, at the expense of the
      Trustee, to the effect that such investment will not adversely affect the status
      of any such REMIC as a REMIC under the Code or result in imposition of a tax
      on
      any such REMIC. Permitted Investments that are subject to prepayment or call
      may
      not be purchased at a price in excess of par.

     

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

     

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

     

    Prepayment
      Assumption:
      The
      applicable rate of prepayment as described in the Prospectus
      Supplement.

     

    Prepayment
      Charge:
      Any
      prepayment premium, penalty or charge payable by a Mortgagor in connection
      with
      any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
      Mortgage Note.

     

    Prepayment
      Charge Waiver Amount:
      Any
      amount paid by the Master Servicer to the Trustee in respect of waived
      Prepayment Charges pursuant to Section 4.01(a).

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, for each Mortgage Loan that was the subject
      of
      a partial Principal Prepayment during the related Prepayment Period or a
      Principal Prepayment in full during the related Prepayment Period, or that
      became a Liquidated Loan during the prior calendar month, (other than a
      Principal Prepayment in full resulting from the purchase of a Mortgage Loan
      pursuant to Section 2.02, 2.03, 3.19 or 10.01 hereof), the amount, if any,
      by
      which (i) one month’s interest at the applicable Net Mortgage Rate on the Stated
      Principal Balance of such Mortgage Loan immediately prior to such prepayment
      (or
      liquidation) or in the case of a partial Principal Prepayment on the amount
      of
      such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest
      paid or collected in connection with such Principal Prepayment or such
      liquidation proceeds less the sum of (a) the Trustee Fee, (b) the Servicing
      Fee
      and (c) the LPMI Fee, if any, in each case with respect to the related Mortgage
      Loan.

     

    Prepayment
      Period:
      As
      to any
      Distribution Date, and each Principal Prepayment in full, the period commencing
      on the 16th day of the month prior to the month in which the related
      Distribution Date occurs (or with respect to the first Distribution Date, the
      period commencing on the Cut-off Date) and ending on the 15th day of the month
      in which such Distribution Date occurs. With respect to any Distribution Date
      and each partial Principal Prepayment, the calendar month prior to the month
      of
      such Distribution Date.

     

    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
      Accrual Period for such Class relating to a Distribution Date.

     

    Principal
      Distribution Amount:
      With
      respect to each Distribution Date, an amount equal to (x) the Principal Funds
      for such Distribution Date plus (y) any Extra Principal Distribution Amount
      for
      such Distribution Date, less (z) any Overcollateralization Release
      Amount.

     

    Principal
      Funds:
      With
      respect to any Distribution Date,
      (1) the
      sum, without duplication, of (a) all scheduled principal collected during the
      related Due Period, (b) all Advances relating to principal made on or before
      the
      Distribution Account Deposit Date, (c) Principal Prepayments exclusive of
      Prepayment Charges or penalties collected on the Mortgage Loans during the
      related Prepayment Period, (d) the Stated Principal Balance of each Mortgage
      Loan that was repurchased by EMC on its own behalf as a Seller and on behalf
      of
      Master Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer
      pursuant to Section 3.19, (e) the aggregate of all Substitution Adjustment
      Amounts for the related Determination Date in connection with the substitution
      of Mortgage Loans pursuant to Section 2.03(c), (f) all Liquidation Proceeds
      and
      Subsequent Recoveries collected on the Mortgage Loans during the prior calendar
      month (to the extent such Liquidation Proceeds and Subsequent Recoveries relate
      to principal), in each case to the extent remitted by the Master Servicer to
      the
      Distribution Account pursuant to this Agreement and (g) the principal portion
      of
      any proceeds received from the exercise of an Optional Termination, as
      applicable, minus (2)(i) all amounts required to be reimbursed pursuant to
      Sections 4.02 and 4.05 or as otherwise set forth in this Agreement and (ii)
      any
      Net Swap Payments or Swap Termination Payments (not due to a Swap Provider
      Trigger Event and other than to the extent already paid by the Swap
      Administrator from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Supplemental
      Interest Trust Trustee) owed to the Swap Administrator for payment to the Swap
      Provider for such Distribution Date and any such payments remaining unpaid
      for
      any prior Distribution Dates to the extent not paid from Interest
      Funds.

     

    Principal
      Prepayment:
      Any
      Mortgagor payment or other recovery of (or proceeds with respect to) principal
      on a Mortgage Loan (including loans purchased or repurchased under Sections
      2.02, 2.03, 3.19 and 10.01 hereof) that is received in advance of its scheduled
      Due Date and 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. Partial Principal Prepayments shall be applied by
      the
      Master Servicer, as appropriate, in accordance with the terms of the related
      Mortgage Note.

     

    Private
      Certificates:
      Any of
      the Class P, Class CE and Residual Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated February 26, 2007 relating to the public offering
      of
      the Offered Certificates.

     

    Protected
      Account:
      The
      separate Eligible Account established and maintained by the Master Servicer
      with
      respect to the Mortgage Loans and REO Property in accordance with Section 4.01
      hereof.

     

    PUD:
      A
      Planned Unit Development.

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan required to be purchased pursuant to the applicable
      provisions of this Agreement, an amount equal to the sum of (i) 100% of the
      Stated Principal Balance remaining unpaid on such Mortgage Loan as of the date
      of purchase (including if a foreclosure has already occurred, the principal
      balance of the related Mortgage Loan at the time the Mortgaged Property was
      acquired), net of any Servicing Advances and Advances attributable to principal
      and payable to the purchaser of the Mortgage Loan if such purchaser is also
      the
      Master Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon
      at the applicable Mortgage Rate through and including the last day of the month
      of such purchase, net of any portion of the Servicing Fee and any Servicing
      Advances and Advances attributable to interest that is payable to the purchaser
      of the Mortgage Loan if such purchaser is also the Master Servicer of such
      Mortgage Loan, and (iii) any costs and damages (if any) incurred by the Trust
      in
      connection with any violation of such Mortgage Loan of any anti-predatory
      lending laws.

     

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

     

    Rating
      Agency:
      Moody’s. If such organization or its successor is no longer in existence,
“Rating Agency” shall be a nationally recognized statistical rating
      organization, or other comparable Person, designated by the Depositor, notice
      of
      which designation shall be given to the Trustee. References herein to a given
      rating category of a Rating Agency shall mean such rating category without
      giving effect to any modifiers.

     

    Realized
      Loss:
      With
      respect to each Mortgage Loan as to which a Final Recovery Determination has
      been made, an amount (not less than zero) equal to (i) the unpaid principal
      balance of such Mortgage Loan as of the commencement of the calendar month
      in
      which the Final Recovery Determination was made, plus (ii) accrued interest
      from
      the Due Date as to which interest was last paid by the Mortgagor or advanced
      through the end of the calendar month in which such Final Recovery Determination
      was made, calculated in the case of each calendar month during such period
      (A)
      at an annual rate equal to the annual rate at which interest was then accruing
      on such Mortgage Loan and (B) on a principal amount equal to the Stated
      Principal Balance of such Mortgage Loan as of the close of business on the
      Distribution Date during such calendar month, minus (iii) the proceeds, if
      any,
      received in respect of such Mortgage Loan during the calendar month in which
      such Final Recovery Determination was made, net of amounts that are payable
      therefrom to the Master Servicer pursuant to this Agreement which have not
      been
      previously reimbursed. With respect to each Mortgage Loan which is the subject
      of a Servicing Modification, (a)(1) the amount by which the interest portion
      of
      a monthly payment or the principal balance of such Mortgage Loan was reduced
      or
      (2) the sum of any other amounts owing under the Mortgage Loan that were
      forgiven and that constitute Servicing Advances that are reimbursable to the
      Master Servicer, and (b) any such amount with respect to a monthly payment
      that
      was or would have been due in the month immediately following the month in
      which
      a Principal Prepayment or the Purchase Price of such Mortgage Loan is received
      or is deemed to have been received and not paid due to a Servicing Modification.
      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
      distributed to any Class of Certificates or applied to increase Excess Spread
      on
      any Distribution Date.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      plus
      (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month in which such Final Recovery Determination was
      made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
      Advances.

     

    With
      respect to each Mortgage Loan which has become the subject of a Deficient
      Valuation, the difference between the principal balance of the Mortgage Loan
      outstanding immediately prior to such Deficient Valuation and the principal
      balance of the Mortgage Loan as reduced by the Deficient Valuation.

     

    With
      respect to each Mortgage Loan which has become the subject of a Debt Service
      Reduction, the portion, if any, of the reduction in each affected Monthly
      Payment attributable to a reduction in the Mortgage Rate imposed by a court
      of
      competent jurisdiction. Each such Realized Loss shall be deemed to have been
      incurred on the Due Date for each affected Monthly Payment.

     

    Record
      Date:
      With
      respect to any Distribution Date and the Certificates (other than the Class
      CE,
      Class P and Residual Certificates), so long as such Classes of Certificates
      are
      Book-Entry Certificates, the Business Day preceding such Distribution Date,
      and
      otherwise, the close of business on the last Business Day of the month preceding
      the month in which such Distribution Date occurs. With respect to the Class
      CE,
      Class P and Residual Certificates, the close of business on the last Business
      Day of the month preceding the month in which such Distribution Date
      occurs.

     

    Reference
      Banks:
      Shall
      mean leading banks selected by the Trustee and engaged in transactions in
      Eurodollar deposits in the international Eurocurrency market (i) with an
      established place of business in London, (ii) which have been designated as
      such
      by the Trustee and (iii) which are not controlling, controlled by, or under
      common control with, the Depositor, the Seller or the Master
      Servicer.

     

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

     

    Regular
      Certificate:
      Any
      Certificate other than a Residual Certificate.

     

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

     

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

     

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

     

    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      Due Period as a result of the application of the Relief Act.

     

    Remaining
      Excess Spread:
      With
      respect to any Distribution Date, the Excess Spread less any Extra Principal
      Distribution Amount, in each case for such Distribution Date.

     

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

     

    REMIC
      I:
      The
      segregated pool of assets described in the Preliminary Statement and Section
      5.07(a).

     

    REMIC
      I Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular
      Interest shall accrue interest at the related Uncertificated REMIC I
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto. The designations for the respective
      REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
      The
      REMIC I Regular Interests consist of REMIC I Regular Interest I-1-A through
      REMIC I Regular Interest I-60-B and REMIC I Regular Interest P, each as
      designated in the Preliminary Statement hereto.

     

    REMIC
      II:
      The
      segregated pool of assets described in the Preliminary Statement and Section
      5.07(a).

     

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

     

    REMIC
      II Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular
      Interests IO and P) minus (ii) the aggregate Uncertificated Principal Balance
      of
      each REMIC II Regular Interest for which a Class A Certificate or Class M
      Certificate is a Corresponding Certificate, in each case, as of such date of
      determination.

     

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

     

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

     

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

     

    REMIC
      III:
      The
      segregated pool of assets described in the Preliminary Statement and Section
      5.07(a).

     

    REMIC
      III Regular Interest:
      The
      Class CE Interest, Class P Interest, Class IO Interest or any Regular Interest
      in REMIC III the ownership of which is represented by any of the Class A
      Certificates or Class M Certificates.

     

    REMIC
      IV:
      The
      segregated pool of assets consisting of the Class CE Interest conveyed in trust
      to the Trustee, for the benefit of the Holders of the Class CE Certificates
      and
      the Class RX Certificate (in respect of the Class R-4 Interest), with respect
      to
      which a separate REMIC election is to be made.

     

    REMIC
      IV Certificate:
      Any
      Class CE Certificate or Class RX Certificate (in respect of the Class I-R-4
      Interest).

     

    REMIC
      V:
      The
      segregated pool of assets consisting of the Class P Interest conveyed in trust
      to the Trustee, for the benefit of the Holders of the Class P Certificates
      and
      the Class RX Certificate (in respect of the Class R-5 Interest), with respect
      to
      which a separate REMIC election is to be made.

     

    REMIC
      V Certificate:
      Any
      Class P Certificate or Class RX Certificate (in respect of the Class I-R-5
      Interest).

     

    REMIC
      VI:
      The
      segregated pool of assets consisting of the Class IO Interest conveyed in trust
      to the Trustee, for the benefit of the holders of REMIC VI Regular Interest
      IO
      and the Class RX Certificate (in respect of the Class R-6 Interest), with
      respect to which a separate REMIC election is to be made.

     

    REMIC
      VI Interests:
      The
      REMIC VI Regular Interest IO or Class RX Certificate (in respect of the Class
      R-6 Interest).

     

    REMIC
      Opinion:
      Shall
      mean an Opinion of Counsel to the effect that the proposed action will not
      cause
      any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail
      to
      qualify as a REMIC at any time that any Certificates are
      outstanding.

     

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

     

    REMIC
      Regular Interests:
      The
      REMIC I Regular Interests and REMIC II Regular Interests.

     

    Remittance
      Report:
      Shall
      mean a report to the Trustee in an electronic format (or by such other means
      as
      the Master Servicer and the Trustee may agree from time to time) containing
      such
      data and information, as agreed to by the Master Servicer and the Trustee such
      as to permit the Trustee to prepare the Monthly Statement to
      Certificateholders.

     

    REO
      Imputed Interest:
      As to
      any REO Property, for any calendar month during which such REO Property was
      at
      any time part of REMIC I, one month’s interest at the applicable Net Mortgage
      Rate on the Stated Principal Balance of such REO Property (or, in the case
      of
      the first such calendar month, of the related Mortgage Loan, if appropriate)
      as
      of the close of business on the Distribution Date in such calendar
      month.

     

    REO
      Property:
      A
      Mortgaged Property acquired by the Master Servicer through foreclosure or
      deed-in-lieu of foreclosure in connection with a defaulted Mortgage
      Loan.

     

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

     

    Reportable
      Event:
      As
      defined in Section 3.16(a)(iii).

     

    Request
      for Release:
      The
      Request for Release to be submitted by the Seller or the Master Servicer to
      the
      Custodian substantially in the form of Exhibit G. Each Request for Release
      furnished to the Custodian by the Seller or the Master Servicer shall be in
      duplicate and shall be executed by an officer of such Person or a Servicing
      Officer (or, if furnished electronically to the Custodian, shall be deemed
      to
      have been sent and executed by an officer of such Person or a Servicing Officer)
      of the Master Servicer.

     

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

     

    Reserve
      Fund:
      Shall
      mean the separate trust account created and maintained by the Trustee pursuant
      to Section 3.21 hereof.

     

    Reserve
      Fund Deposit:
      With
      respect to the Reserve Fund, an amount equal to $5,000, which the Depositor
      shall initially deposit into the Reserve Fund pursuant to Section 3.21
      hereof.

     

    Residual
      Certificates:
      The
      Class R-1, Class R-2, Class R-3 and Class RX Certificates (representing
      ownership of the Class R-4 Interest, Class R-5 Interest and Class R-6 Interest),
      each evidencing the sole class of Residual Interests in the related
      REMIC.

     

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

     

    Responsible
      Officer:
      With
      respect to the Trustee, any Vice President, any Assistant Vice President, the
      Secretary, any Assistant Secretary, or any Trust Officer with specific
      responsibility for the transactions contemplated hereby, any other officer
      customarily performing functions similar to those performed by any of the above
      designated officers or other officers of the Trustee specified by the Trustee,
      as 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.

     

    S&P:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any
      successor thereto.

     

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

     

    Sarbanes-Oxley
      Certification:
      As
      defined in Section 3.16(a)(iii).

     

    Scheduled
      Payment:
      The
      scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
      to
      principal and/or interest on such Mortgage Loan.

     

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

     

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

     

    Senior
      Certificates:
      Any of
      the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates.

     

    Servic(es)(ing):
      In
      accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust by an entity that meets the
      definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

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

     

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

     

    Servicing
      Fee:
      As to
      each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
      the
      Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
      Loan as of the Due Date in the month preceding the month in which such
      Distribution Date occurs or, in the event of any payment of interest that
      accompanies a Principal Prepayment in full during the related Due Period made
      by
      the Mortgagor immediately prior to such prepayment, interest at the Servicing
      Fee Rate on the Stated Principal Balance of such Mortgage Loan for the period
      covered by such payment of interest.

     

    Servicing
      Fee Rate:
      0.500%
      per annum.

     

    Servicing
      Modification:
      With
      respect to any Mortgage Loan that is in default or, in the reasonable judgment
      of the Master Servicer, as to which default is reasonably foreseeable, any
      modification which is effected by the Master Servicer in accordance with the
      terms of this Agreement which results in any change in the outstanding Stated
      Principal Balance, any change in the Mortgage Rate or any extension of the
      term
      of such Mortgage Loan.

     

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

     

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


     

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

     

    Sponsor:
      EMC
      Mortgage Corporation, in its capacity as sponsor hereunder.

     

    Startup
      Day:
      The
      Startup Day for each REMIC formed hereunder shall be the Closing
      Date.

     

    Stated
      Principal Balance:
      With
      respect to any Mortgage Loan or related REO Property and any Distribution Date,
      the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
      portion of the Scheduled Payments due with respect to such Mortgage Loan during
      each Due Period ending prior to such Distribution Date (and irrespective of
      any
      delinquency in their payment), (ii) all Principal Prepayments with respect
      to
      such Mortgage Loan received prior to or during the related Prepayment Period,
      (iii) all Liquidation Proceeds to the extent applied by the Master Servicer
      as
      recoveries of principal in accordance with Section 3.09 with respect to such
      Mortgage Loan, that were received by the Master Servicer as of the close of
      business on the last day of the calendar month immediately preceeding such
      Distribution Date and (iv) any Realized Losses on such Mortgage Loan incurred
      during the prior calendar month. The Stated Principal Balance of a Liquidated
      Loan equals zero.

     

    Stepdown
      Date:
      The
      later to occur of (a) the Distribution Date in March 2010 and (b) the first
      Distribution Date on which the Current Specified Enhancement Percentage is
      greater than or equal to 49.10%.

     

    Subsequent
      Recoveries:
      As of
      any Distribution Date, amounts received by the Master Servicer (net of any
      related expenses permitted to be reimbursed pursuant to Section 4.02) or surplus
      amounts held by the Master Servicer to cover estimated expenses (including,
      but
      not limited to, recoveries in respect of the representations and warranties
      made
      by the Seller pursuant to the Mortgage Loan Purchase Agreement) specifically
      related to a Mortgage Loan that was the subject of a liquidation or final
      disposition of any REO Property prior to the related calendar month that
      resulted in a Realized Loss.

     

    Subservicing
      Agreement:
      Any
      agreement entered into between the Master Servicer and a subservicer with
      respect to the subservicing of any Mortgage Loan hereunder by such
      subservicer.

     

    Substitution
      Adjustment Amount:
      The
      meaning ascribed to such term pursuant to Section 2.03(c).

     

    Successor
      Master Servicer:
      The
      meaning ascribed to such term pursuant to Section 8.02.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 3.21 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Swap Administration Agreement, REMIC VI Regular Interest IO,
      the
      Swap Collateral Account and the Swap Account. For the avoidance of doubt, the
      Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
      Collateral Account and the Swap Administration Agreement do not constitute
      parts
      of the Trust Fund or any REMIC.

     

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

     

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

     

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

     

    Swap
      Administration Agreement:
      The
      Swap Administration Agreement, dated February 28, 2007, pursuant to which the
      Swap Administrator will make payments to the Swap Provider and the
      Certificateholders, and certain other payments, as such agreement may be amended
      or supplemented from time to time.

     

    Swap
      Agreement:
      The
      interest rate swap agreement, dated as of February 28, 2007, between the
      Supplemental Interest Trust Trustee and the Swap Provider, including any
      schedule, confirmations, credit support annex or other credit support document
      relating thereto, and attached hereto as Exhibit M.

     

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

     

    Swap
      Credit Support Annex:
      The
      credit support annex, dated as of February 28, 2007, between the Supplemental
      Interest Trust Trustee and the Swap Provider, which is annexed to and forms
      part
      of the Swap Agreement.

     

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

     

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

     

    Swap
      Optional Termination Payment:
      As
      defined in Section 10.01.

     

    Swap
      Provider:
      The
      swap provider under the Swap Agreement. Initially, the Swap Provider shall
      be
      Bear Stearns Financial Products Inc.

     

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

     

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

     

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

     

    Transfer:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a
      Certificate.

     

    Transferee
      Affidavit:
      As
      defined in Section 6.02.

     

    Transferor
      Affidavit:
      As
      defined in Section 6.02.

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event exists if (i) a related
      Delinquency Event shall have occurred and be continuing or (ii) the aggregate
      amount of Realized Losses on the Mortgage Loans since the Cut-off Date as a
      percentage of the aggregate Cut-off Date Principal Balance of the Mortgage
      Loans
      exceeds the applicable percentages set forth below with respect to such
      Distribution Date:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              March
                2010 through February 2011

            	
              4.45%
                with respect to March 2010, plus an additional 1/12th
                of
                the difference between 6.90% and 4.45% for each month
                thereafter

            
	
              March
                2011 through February 2012

            	
              6.90%
                with respect to March 2011, plus an additional 1/12th
                of
                the difference between 8.90% and 6.90% for each month
                thereafter

            
	
              March
                2012 through February 2013

            	
              8.90%
                with respect to March 2012, plus an additional 1/12th
                of
                the difference between 9.90% and 8.90% for each month
                thereafter

            
	
              March
                2013 and thereafter

            	
              9.90%

            


    

    


     

    Trust
      Fund or Trust:
      The
      corpus of the trust created hereunder consisting of (i) the Mortgage Loans
      and
      all interest accruing and principal due with respect thereto after the Cut-off
      Date to the extent not applied in computing the Cut-off Date Principal Balance
      thereof; (ii) the Distribution Account, the Class P Certificate Account, the
      Reserve Fund and the Protected Account and all amounts deposited therein
      pursuant to the applicable provisions of this Agreement; (iii) property that
      secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu
      of
      foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance
      Policies with respect to the Mortgage Loans; (v) the rights under the Swap
      Administration Agreement relating to the Certificates; (vi) the rights under
      the
      Mortgage Loan Purchase Agreement; and (vii) all proceeds of the foregoing,
      including proceeds of conversion, voluntary or involuntary, of any of the
      foregoing into cash or other liquid property.

     

    Trustee:
      LaSalle
      Bank National Association, for the benefit of the Certificateholders under
      this
      Agreement, a national banking association and any successor thereto, and any
      corporation or national banking association resulting from or surviving any
      consolidation or merger to which it or its successors may be a party and any
      successor trustee as may from time to time be serving as successor trustee
      hereunder.

     

    Trustee
      Fee:
      As to
      each Mortgage Loan and any Distribution Date, a per annum fee equal to 0.0220%
      multiplied by the Stated Principal Balance of such Mortgage Loan as of the
      Due
      Date in the month preceding the month in which such Distribution Date
      occurs.

     

    Uncertificated
      Accrued Interest:
      With
      respect to each REMIC Regular Interest on each Distribution Date, an amount
      equal to one month’s interest at the related Uncertificated Pass-Through Rate on
      the related Uncertificated Principal Balance or related Uncertificated Notional
      Amount of such REMIC Regular Interest. In each case, Uncertificated Accrued
      Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act
      Interest Shortfalls (allocated to such REMIC Regular Interests as set forth
      in
      Section 1.02).

     

    Uncertificated
      Notional Amount:
      With
      respect to the Class CE Interest and any Distribution Date, an amount equal
      to
      the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
      (other than REMIC II Regular Interest P) for such Distribution
      Date.

     

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


     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interests

            
	
              1

            	
              I-1-A
                through I-60-A

            
	
              2

            	
              I-2-A
                through I-60-A

            
	
              3

            	
              I-3-A
                through I-60-A

            
	
              4

            	
              I-4-A
                through I-60-A

            
	
              5

            	
              I-5-A
                through I-60-A

            
	
              6

            	
              I-6-A
                through I-60-A

            
	
              7

            	
              I-7-A
                through I-60-A

            
	
              8

            	
              I-8-A
                through I-60-A

            
	
              9

            	
              I-9-A
                through I-60-A

            
	
              10

            	
              I-10-A
                through I-60-A

            
	
              11

            	
              I-11-A
                through I-60-A

            
	
              12

            	
              I-12-A
                through I-60-A

            
	
              13

            	
              I-13-A
                through I-60-A

            
	
              14

            	
              I-14-A
                through I-60-A

            
	
              15

            	
              I-15-A
                through I-60-A

            
	
              16

            	
              I-16-A
                through I-60-A

            
	
              17

            	
              I-17-A
                through I-60-A

            
	
              18

            	
              I-18-A
                through I-60-A

            
	
              19

            	
              I-19-A
                through I-60-A

            
	
              20

            	
              I-20-A
                through I-60-A

            
	
              21

            	
              I-21-A
                through I-60-A

            
	
              22

            	
              I-22-A
                through I-60-A

            
	
              23

            	
              I-23-A
                through I-60-A

            
	
              24

            	
              I-24-A
                through I-60-A

            
	
              25

            	
              I-25-A
                through I-60-A

            
	
              26

            	
              I-26-A
                through I-60-A

            
	
              27

            	
              I-27-A
                through I-60-A

            
	
              28

            	
              I-28-A
                through I-60-A

            
	
              29

            	
              I-29-A
                through I-60-A

            
	
              30

            	
              I-30-A
                through I-60-A

            
	
              31

            	
              I-31-A
                through I-60-A

            
	
              32

            	
              I-32-A
                through I-60-A

            
	
              33

            	
              I-33-A
                through I-60-A

            
	
              34

            	
              I-34-A
                through I-60-A

            
	
              35

            	
              I-35-A
                through I-60-A

            
	
              36

            	
              I-36-A
                through I-60-A

            
	
              37

            	
              I-37-A
                through I-60-A

            
	
              38

            	
              I-38-A
                through I-60-A

            
	
              39

            	
              I-39-A
                through I-60-A

            
	
              40

            	
              I-40-A
                through I-60-A

            
	
              41

            	
              I-41-A
                through I-60-A

            
	
              42

            	
              I-42-A
                through I-60-A

            
	
              43

            	
              I-43-A
                through I-60-A

            
	
              44

            	
              I-44-A
                through I-60-A

            
	
              45

            	
              I-45-A
                through I-60-A

            
	
              46

            	
              I-46-A
                through I-60-A

            
	
              47

            	
              I-47-A
                through I-60-A

            
	
              48

            	
              I-48-A
                through I-60-A

            
	
              49

            	
              I-49-A
                through I-60-A

            
	
              50

            	
              I-50-A
                through I-60-A

            
	
              51

            	
              I-51-A
                through I-60-A

            
	
              52

            	
              I-52-A
                through I-60-A

            
	
              53

            	
              I-53-A
                through I-60-A

            
	
              54

            	
              I-54-A
                through I-60-A

            
	
              55

            	
              I-55-A
                through I-60-A

            
	
              56

            	
              I-56-A
                through I-60-A

            
	
              57

            	
              I-57-A
                through I-60-A

            
	
              58

            	
              I-58-A
                through I-60-A

            
	
              59

            	
              I-59-A
                through I-60-A

            
	
              60

            	
              I-60-A

            
	
              thereafter

            	
              $0.00

            


    

    


     

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

     

    Uncertificated
      Pass-Through Rate:
      The
      Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
      Rate.

     

    Uncertificated
      Principal Balance:
      The
      amount of REMIC Regular Interests, Class P Interest and Class CE Interest
      outstanding as of any date of determination. As of the Closing Date, the
      Uncertificated Principal Balance of each REMIC Regular Interest, Class P
      Interest and Class CE Interest shall equal the amount set forth in the
      Preliminary Statement hereto as its initial Uncertificated Principal Balance,
      and on any date of determination thereafter, the Uncertificated Principal
      Balance of the Class CE Interest shall be an amount equal to the excess, if
      any,
      of (A) the then aggregate Uncertificated Principal Balance of the REMIC II
      Regular Interests, over (B) the then aggregate Certificate Principal Balance
      of
      the Class A Certificates and the Class M Certificates and the Uncertificated
      Principal Balance of the Class P Interest then outstanding. On each Distribution
      Date, the Uncertificated Principal Balance of the REMIC Regular Interests,
      Class
      CE Interest and Class P Interest shall be reduced by all distributions of
      principal made on such REMIC Regular Interests, Class CE Interest and Class
      P
      Interest on such Distribution Date pursuant to Section 5.07 and, if and to
      the
      extent necessary and appropriate, shall be further reduced on such Distribution
      Date by Realized Losses as provided in Section 5.05, and the Uncertificated
      Principal Balances of REMIC II Regular Interest ZZ shall be increased by
      interest deferrals as provided in Sections 5.07(d)(1)(ii). The Uncertificated
      Principal Balance of each REMIC Regular Interest, Class P Interest and Class
      CE
      Interest shall never be less than zero. 

     

    Uncertificated
      REMIC I Pass-Through Rate:
      With
      respect to each REMIC I Regular Interest ending with the designation “A” and any
      Distribution Date, a per annum rate equal to the weighted average Net Mortgage
      Rate of the Mortgage Loans multiplied by 2, subject to a maximum rate of
      10.3360%. With respect to each REMIC I Regular Interest ending with the
      designation “B” and any Distribution Date, the greater of (x) a per annum rate
      equal to the excess, if any, of (1) 2 multiplied by the weighted average Net
      Mortgage Rate of the Mortgage Loans over (2) 10.3360% and (y) 0.00% per annum.
      

     

    With
      respect to REMIC I Regular Interest P, 0.00%.

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to REMIC II Regular Interest AA, each REMIC II Regular Interest for
      which a Class A Certificate or Class M Certificate is the Corresponding
      Certificate and REMIC II Regular Interest ZZ, and any Distribution Date, a
      per
      annum rate equal to the weighted average of (x) the Uncertificated REMIC I
      Pass-Through Rates for the REMIC I Regular Interests ending with the designation
      “B” for such Distribution Date and (y) the rates listed below for the REMIC I
      Regular Interests ending with the designation “A” for such Distribution Date, in
      each case, weighted on the basis of the Uncertificated Principal Balances of
      each such REMIC I Regular Interest for such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	
              2

            	
              I-2-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              3

            	
              I-3-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-2-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              4

            	
              I-4-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              5

            	
              I-5-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              6

            	
              I-6-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              7

            	
              I-7-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              8

            	
              I-8-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              9

            	
              I-9-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              10

            	
              I-10-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              11

            	
              I-11-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              12

            	
              I-12-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              13

            	
              I-13-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              14

            	
              I-14-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              15

            	
              I-15-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              16

            	
              I-16-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              17

            	
              I-17-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              18

            	
              I-18-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              19

            	
              I-19-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              20

            	
              I-20-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              21

            	
              I-21-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              22

            	
              I-22-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              23

            	
              I-23-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              24

            	
              I-24-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              25

            	
              I-25-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              26

            	
              I-26-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              27

            	
              I-27-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              28

            	
              I-28-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              29

            	
              I-29-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              30

            	
              I-30-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              31

            	
              I-31-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              32

            	
              I-32-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              33

            	
              I-33-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              34

            	
              I-34-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              35

            	
              I-35-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              36

            	
              I-36-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              37

            	
              I-37-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              38

            	
              I-38-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              39

            	
              I-39-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              40

            	
              I-40-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              41

            	
              I-41-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              42

            	
              I-42-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              43

            	
              I-43-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              44

            	
              I-44-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              45

            	
              I-45-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              46

            	
              I-46-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              47

            	
              I-47-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              48

            	
              I-48-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              49

            	
              I-49-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              50

            	
              I-50-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              51

            	
              I-51-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              52

            	
              I-52-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              53

            	
              I-53-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-52-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              54

            	
              I-54-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              55

            	
              I-55-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-54-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              56

            	
              I-56-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-55-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              57

            	
              I-57-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-56-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              58

            	
              I-58-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-57-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              59

            	
              I-59-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-58-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              60

            	
              I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-60-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            


    

    


     

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

     

    With
      respect to REMIC II Regular Interest P, 0.00%.

     

    Unpaid
      Realized Loss Amount:
      With
      respect to any Class A Certificates and as to any Distribution Date, is the
      excess of Applied Realized Loss Amounts with respect to such Class over the
      sum
      of all distributions in reduction of the Applied Realized Loss Amounts on all
      previous Distribution Dates. Any amounts distributed to the Class A Certificates
      in respect of any Unpaid Realized Loss Amount shall not be applied to reduce
      the
      Certificate Principal Balance of such Class.

     

    Voting
      Rights:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions hereunder. Voting Rights
      shall
      be allocated, (i) 92% to the Class A Certificates and Class M Certificates,
      (ii)
      3% to the Class CE Certificates until paid in full, and (iii) 1% to each of
      the
      Class R-1, Class R-2, Class R-3, Class RX and Class P Certificates, with the
      allocation among the Certificates (other than the Class CE, Class P and Residual
      Certificates) to be in proportion to the Certificate Principal Balance of each
      Class relative to the Certificate Principal Balance of all other such Classes.
      Voting rights will be allocated among the Certificates of each such Class in
      accordance with their respective Percentage Interests. 

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls. 

     

    For
      purposes of calculating the amount of Current Interest for the Class A, Class
      M
      and Class CE Certificates for any Distribution Date, the aggregate amount of
      any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Master Servicer pursuant to Section 5.02) and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated first, to the CE Interest based on, and to the extent of, one month’s
      interest at the then applicable Pass-Through Rate on the Uncertificated Notional
      Amount thereof, and thereafter, among the Class A Certificates and Class M
      Certificates, in each case on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass Through Rates on the respective Certificate Principal Balances
      of each such Certificate.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Regular Interests (other
      than REMIC I Regular Interest P) for
      any
      Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
      (to the extent not covered by payments by the Master Servicer pursuant to
      Section 5.02) and any Relief Act Interest Shortfalls incurred in respect of
      the
      Mortgage Loans for any Distribution Date shall be allocated first, to REMIC
      I
      Regular Interests ending with the designation “B”, on a pro
      rata
      basis,
      based on, and to the extent of, one month’s interest at the then applicable
      respective Uncertificated REMIC I Pass-Through Rates on the respective
      Uncertificated Principal Balances of each such REMIC I Regular Interest, and
      second, to REMIC I Regular Interests ending with the designation “A”, on a
pro
      rata
      basis,
      based on, and to the extent of, one month’s interest at the then applicable
      respective Uncertificated REMIC I Pass-Through Rates on the respective
      Uncertificated Principal Balances of each such REMIC I Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests (other than REMIC I Regular Interests IO and P)
      for
      any Distribution Date, the aggregate amount of any Prepayment Interest
      Shortfalls (to the extent not covered by payments by the Master Servicer
      pursuant to Section 5.02) and any Relief Act Interest Shortfalls incurred in
      respect of the Mortgage Loans for any Distribution Date shall be allocated
      first, to Uncertificated Accrued Interest payable to REMIC II Regular Interest
      AA and REMIC II Regular Interest ZZ up to an aggregate amount equal to the
      REMIC
      II Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter,
      among REMIC II Regular Interest AA, each REMIC II Regular Interest for which
      a
      Class A Certificate or Class M Certificate is a Corresponding Certificate and
      REMIC II Regular Interest ZZ, on a pro
      rata
      basis,
      based on, and to the extent of, one month’s interest at the then applicable
      respective Uncertificated REMIC II Pass-Through Rates on the respective
      Uncertificated Principal Balances of each such REMIC II Regular
      Interest.

     

     

     

    ARTICLE
      II


    CONVEYANCE
      OF TRUST FUND

     

    Section
      2.01  Conveyance
      of Trust Fund. 

     

    Pursuant
      to the Mortgage Loan Purchase Agreement, the Seller sold, transferred, assigned,
      set over and otherwise conveyed to the Depositor, without recourse, all the
      right, title and interest of the Seller in and to the assets sold by it in
      the
      Trust Fund. Pursuant to the Mortgage Loan Purchase Agreement, Master Funding
      sold, transferred, assigned, set over and otherwise conveyed to the Depositor,
      without recourse, all the right, title and interest of Master Funding in and
      to
      the assets sold by it in the Trust Fund.

     

    The
      Seller has entered into this Agreement in consideration for the purchase of
      the
      Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
      and has agreed to take the actions specified herein.

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders, without recourse, all the right, title
      and interest of the Depositor in and to the Trust Fund. 

     

    In
      connection with such sale, the Depositor has delivered to, and deposited with,
      or caused to be delivered to and deposited with, the Trustee or the Custodian,
      as its agent, the following documents or instruments with respect to each
      Mortgage Loan so assigned: (i) the original Mortgage Note, including any riders
      thereto, endorsed without recourse (A) in blank or to the order of “LaSalle Bank
      National Association, as Trustee for Certificateholders of Bear Stearns Asset
      Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AQ2,” or (B) in
      the case of a loan registered on the MERS system, in blank, and in each case
      showing an unbroken chain of endorsements from the original payee thereof to
      the
      Person endorsing it to the Trustee, (ii) the original Mortgage and, if the
      related Mortgage Loan is a MOM Loan, noting the presence of the MIN and language
      indicating that such Mortgage Loan is a MOM Loan, which shall have been recorded
      (or, for Mortgage Loans other than the EMC Flow Loans, if the original is not
      available, a copy), with evidence of such recording indicated thereon (or if
      clause (x) in the proviso below applies, shall be in recordable form), (iii)
      unless the Mortgage Loan is either a MOM Loan or has been assigned in the name
      of MERS, the assignment (either an original or a copy, which may be in the
      form
      of a blanket assignment if permitted in the jurisdiction in which the Mortgaged
      Property is located) to the Trustee of the Mortgage with respect to each
      Mortgage Loan in the name of “LaSalle Bank National Association, as Trustee for
      Certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
      Certificates, Series 2007-AQ2,” which shall have been recorded (or if clause (x)
      in the proviso below applies, shall be in recordable form), (iv) an original
      or
      a copy of all intervening assignments of the Mortgage, if any, to the extent
      available to the Seller, with evidence of recording thereon, (v) the original
      policy of title insurance or mortgagee’s certificate of title insurance or
      commitment or binder for title insurance or, in the event such original title
      policy has not been received from the title insurer, such original title policy
      will be delivered within one year of the Closing Date or, in the event such
      original title policy is unavailable, a photocopy of such title policy or,
      in
      lieu thereof, a current lien search on the related Mortgaged Property and (vi)
      originals or copies of all available assumption, modification or substitution
      agreements, if any; provided, however, that in lieu of the foregoing, the Seller
      or Master Funding, as applicable, may deliver the following documents, under
      the
      circumstances set forth below: (x) if any Mortgage (other than the Mortgages
      related to the EMC Flow Loans), assignment thereof to the Trustee or intervening
      assignments thereof have been delivered or are being delivered to recording
      offices for recording and have not been returned in time to permit their
      delivery as specified above, the Depositor may deliver, or cause to be
      delivered, a true copy thereof with a certification by the Seller or Master
      Funding, as applicable, or the title company issuing the commitment for title
      insurance, on the face of such copy, substantially as follows: “Certified to be
      a true and correct copy of the original, which has been transmitted for
      recording”; (y)
      in
      lieu of the Mortgage (other than the Mortgages related to the EMC Flow Loans),
      assignment to the Trustee or in blank or intervening assignments thereof, if
      the
      applicable jurisdiction retains the originals of such documents (as evidenced
      by
      a certification from the Depositor to such effect) the Depositor may deliver,
      or
      cause to be delivered, photocopies of such documents containing an original
      certification by the judicial or other governmental authority of the
      jurisdiction where such documents were recorded; and
      (z)
      in lieu of the Mortgage Notes relating to the Mortgage Loans identified in
      the
      list set forth in Exhibit I, the Depositor may deliver, or cause to be
      delivered, a lost note affidavit and indemnity and a copy of the original note,
      if available; and provided, further, however, that in the case of Mortgage
      Loans
      which have been prepaid in full after the Cut-off Date and prior to the Closing
      Date, the Depositor, in lieu of delivering the above documents, may deliver,
      or
      cause to be delivered, to the Trustee and the Custodian a certification of
      a
      Servicing Officer to such effect and in such case shall deposit all amounts
      paid
      in respect of such Mortgage Loans, in the Protected Account or in the
      Distribution Account on the Closing Date. In the case of the documents referred
      to in clause (x) above, the Depositor shall deliver, or cause to be delivered,
      such documents to the Trustee or the Custodian promptly after they are
      received.

     

    EMC
      (on
      its own behalf as Seller and on behalf of Master Funding) shall cause, at its
      expense, the Mortgage and intervening assignments, if any, and to the extent
      required in accordance with the foregoing, the assignment of the Mortgage to
      the
      Trustee to be submitted for recording promptly after the Closing Date; provided
      that, the Seller need not cause to be recorded (a) any assignment in any
      jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
      addressed to the Trustee delivered by EMC (on its own behalf as Seller and
      on
      behalf of Master Funding) to the Trustee and the Rating Agency, the recordation
      of such assignment is not necessary to protect the Trustee’s interest in the
      related Mortgage Loan or (b) if MERS is identified on the Mortgage or on a
      properly recorded assignment of the Mortgage as the mortgagee of record solely
      as nominee for the Seller and Master Funding and its successors and assigns.
      In
      the event that the Seller, Master Funding, the Depositor or the Master Servicer
      gives written notice to the Trustee that a court has recharacterized the sale
      of
      the Mortgage Loans as a financing, EMC (on its own behalf as Seller and on
      behalf of Master Funding) shall submit or cause to be submitted for recording
      as
      specified above each such previously unrecorded assignment to be submitted
      for
      recording as specified above at the expense of the Trust. In the event a
      Mortgage File is released to the Master Servicer as a result of such Person
      having completed a Request for Release, the Custodian shall, if not so
      completed, complete the assignment of the related Mortgage in the manner
      specified in clause (iii) above.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (on its own behalf as Seller and on behalf of Master Funding)
      further agrees that it will cause, at the Seller’s own expense, within 30 days
      after the Closing Date, the MERS® System to indicate that such Mortgage Loans
      have been assigned by EMC (on its own behalf as Seller and on behalf of Master
      Funding) to the Depositor and by the Depositor to the Trustee in accordance
      with
      this Agreement for the benefit of the Certificateholders by including (or
      deleting, in the case of Mortgage Loans which are repurchased in accordance
      with
      this Agreement) in such computer files (a) the code in the field which
      identifies the specific Trustee and (b) the code in the field “Pool Field” which
      identifies the series of the Certificates issued in connection with such
      Mortgage Loans. EMC (on its own behalf as Seller and on behalf of Master
      Funding) further agrees that it will not, and will not permit the Master
      Servicer to, and the Master Servicer agrees that it will not, alter the codes
      referenced in this paragraph with respect to any Mortgage Loan during the term
      of this Agreement unless and until such Mortgage Loan is repurchased in
      accordance with the terms of this Agreement or the Mortgage Loan Purchase
      Agreement.

     

    Section
      2.02  Acceptance
      of the Mortgage Loans. 

     

    (a)  Based
      on
      the Initial Certification received by it from the Custodian, the Trustee
      acknowledges receipt of, subject to the further review and exceptions reported
      by the Custodian pursuant to the procedures described below, the documents
      (or
      certified copies thereof) delivered to the Trustee or the Custodian on its
      behalf pursuant to Section 2.01 and declares that it holds and will continue
      to
      hold directly or through a custodian those documents and any amendments,
      replacements or supplements thereto and all other assets of the Trust Fund
      delivered to it in trust for the use and benefit of all present and future
      Holders of the Certificates. On the Closing Date, the Trustee or the Custodian
      on its behalf will deliver an Initial Certification, in the form of Exhibit
      One
      to the Custodial Agreement, to the parties indicated on such exhibit confirming
      whether or not it has received the Mortgage File for each Mortgage Loan, but
      without review of such Mortgage File, except to the extent necessary to confirm
      whether such Mortgage File contains the original Mortgage Note or a lost note
      affidavit and indemnity in lieu thereof. No later than 90 days after the Closing
      Date, the Trustee or the Custodian on its behalf shall, for the benefit of
      the
      Certificateholders, review each Mortgage File delivered to it and execute and
      deliver to EMC (on its own behalf and on behalf of Master Funding), the Master
      Servicer and, if reviewed by the Custodian, the Trustee, an Interim
      Certification, substantially in the form of Exhibit Two to the Custodial
      Agreement. In conducting such review, the Trustee or the Custodian on its behalf
      will ascertain whether all required documents have been executed and received
      and whether those documents relate, determined on the basis of the Mortgagor
      name, original principal balance and loan number, to the Mortgage Loans
      identified in Exhibit B to this Agreement, as supplemented (provided, however,
      that with respect to those documents described in subclauses (iv) and (vi)
      of
      Section 2.01, such obligations shall extend only to documents actually delivered
      pursuant to such subclauses). In performing any such review, the Trustee and
      the
      Custodian may conclusively rely on the purported due execution and genuineness
      of any such document and on the purported genuineness of any signature thereon.
      If the Trustee or the Custodian on its behalf finds any document constituting
      part of the Mortgage File not to have been executed or received, or to be
      unrelated to the Mortgage Loans identified in Exhibit B or to appear to be
      defective on its face, the Trustee or the Custodian on its behalf shall include
      such information in the exception report attached to the Interim Certification.
      Within
      90
      days from the date of notice from the Trustee of the defect, EMC (on its own
      behalf as Seller and on behalf of Master Funding)
      shall
      correct or cure any such defect or, if prior to the end of the second
      anniversary of the Closing Date, EMC (on its own behalf as Seller and on behalf
      of Master Funding) may substitute for the related Mortgage Loan a Replacement
      Mortgage Loan, which substitution shall be accomplished in the manner and
      subject to the conditions set forth in Section 2.03, or shall deliver to the
      Trustee an Opinion of Counsel addressed to the Trustee to the effect that such
      defect does not materially or adversely affect the interests of the
      Certificateholders in such Mortgage Loan. If EMC (on its own behalf as Seller
      and on behalf of Master Funding) fails to correct or cure the defect or deliver
      such opinion within such period, EMC (on its own behalf as Seller and on behalf
      of Master Funding) will, subject to Section 2.03, within 90 days from the
      notification of the Trustee purchase such Mortgage Loan at the Purchase Price;
      provided, however, that if such defect relates solely to the inability of EMC
      (on its own behalf as Seller and on behalf of Master Funding) to deliver the
      Mortgage, assignment thereof to the Trustee, or intervening assignments thereof
      with evidence of recording thereon because such documents have been submitted
      for recording and have not been returned by the applicable jurisdiction, EMC
      (on
      its own behalf as Seller and on behalf of Master Funding) shall not be required
      to purchase such Mortgage Loan if the Seller delivers such documents promptly
      upon receipt, but in no event later than 360 days after the Closing Date.
      Notwithstanding anything to the contrary, the Trustee shall have no
      responsibility with respect to the custody or review of Mortgage Files held
      by
      the Custodian pursuant to the Custodial Agreement. The Trustee shall have no
      liability for the failure of the Custodian to perform its obligations under
      the
      Custodial Agreement.

     

    (b)  No
      later
      than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
      will review, for the benefit of the Certificateholders, the Mortgage Files
      and
      will execute and deliver or cause to be executed and delivered to EMC (on its
      own behalf as Seller and on behalf of Master Funding), the Master Servicer
      and,
      if reviewed by the Custodian, the Trustee, a Final Certification, substantially
      in the form of Exhibit Three to the Custodial Agreement. In conducting such
      review, the Trustee or the Custodian on its behalf will ascertain whether each
      document required to be recorded has been returned from the recording office
      with evidence of recording thereon and the Trustee or the Custodian on its
      behalf has received either an original or a copy thereof, as required in Section
      2.01 (provided, however, that with respect to those documents described in
      subclauses (iv) and (vi) of Section 2.01, such obligations shall extend only
      to
      documents actually delivered pursuant to such subclauses). If the Trustee or
      the
      Custodian on its behalf finds any document with respect to a Mortgage Loan
      has
      not been received, or to be unrelated, determined on the basis of the Mortgagor
      name, original principal balance and loan number, to the Mortgage Loans
      identified in Exhibit B or to appear defective on its face, the Trustee or
      the
      Custodian on its behalf shall note such defect in the exception report attached
      to the Final Certification and shall promptly notify EMC (on its own behalf
      as
      Seller and on behalf of Master Funding). Within 90 days from the date of notice
      from the Trustee of the defect, EMC (on its own behalf as Seller and on behalf
      of Master Funding) shall correct or cure any such defect or, if prior to the
      end
      of the second anniversary of the Closing Date, EMC (on its own behalf as Seller
      and on behalf of Master Funding) may substitute for the related Mortgage Loan
      a
      Replacement Mortgage Loan, which substitution shall be accomplished in the
      manner and subject to the conditions set forth in Section 2.03, or shall deliver
      to the Trustee an Opinion of Counsel addressed to the Trustee to the effect
      that
      such defect does not materially or adversely affect the interests of
      Certificateholders in such Mortgage Loan. If EMC (on its own behalf as Seller
      and on behalf of Master Funding) is unable within such period to correct or
      cure
      such defect, or to substitute the related Mortgage Loan with a Replacement
      Mortgage Loan or to deliver such opinion, EMC (on its own behalf as Seller
      and
      on behalf of Master Funding) shall, subject to Section 2.03, within 90 days
      from
      the notification of the Trustee, purchase such Mortgage Loan at the Purchase
      Price; provided, however, that if such defect relates solely to the inability
      of
      EMC (on its own behalf as Seller and on behalf of Master Funding) to deliver
      the
      Mortgage, assignment thereof to the Trustee or intervening assignments thereof
      with evidence of recording thereon, because such documents have not been
      returned by the applicable jurisdiction, EMC (on its own behalf as Seller and
      on
      behalf of Master Funding) shall not be required to purchase such Mortgage Loan,
      if the Seller delivers such documents promptly upon receipt, but in no event
      later than 360 days after the Closing Date. Notwithstanding anything to the
      contrary, the Trustee shall have no responsibility with respect to the custody
      or review of Mortgage Files held by the Custodian pursuant to the Custodial
      Agreement. The Trustee shall have no liability for the failure of the Custodian
      to perform its obligations under the Custodial Agreement.

     

    (c)  In
      the
      event that a Mortgage Loan is purchased by EMC (on its own behalf as Seller
      and
      on behalf of Master Funding) in accordance with subsections 2.02(a) or (b)
      above
      or Section 2.03, EMC (on its own behalf as Seller and on behalf of Master
      Funding) shall remit the applicable Purchase Price to the Master Servicer for
      deposit in the Protected Account and shall provide written notice to the Trustee
      detailing the components of the Purchase Price, signed by a Servicing Officer.
      Upon deposit of the Purchase Price in the Protected Account and upon receipt
      of
      a Request for Release with respect to such Mortgage Loan, the Trustee or the
      Custodian will release to EMC (on its own behalf as Seller and on behalf of
      Master Funding) the related Mortgage File and the Trustee shall execute and
      deliver all instruments of transfer or assignment, without recourse,
      representation or warranty furnished to it by the related Seller, as are
      necessary to vest in the title to and rights under the Mortgage Loan. Such
      purchase shall be deemed to have occurred on the date on which the deposit
      into
      the Protected Account was made. The Trustee shall promptly notify the Rating
      Agency of such repurchase. The obligation of the Seller to cure, repurchase
      or
      substitute for any Mortgage Loan as to which a defect in a constituent document
      exists shall be the sole remedies respecting such defect available to the
      Certificateholders or to the Trustee on their behalf.

     

    (d)  EMC
      (on
      its own behalf as Seller and on behalf of Master Funding) shall deliver to
      the
      Trustee or the Custodian on its behalf, and Trustee agrees to accept the
      Mortgage Note and other documents constituting the Mortgage File with respect
      to
      any Replacement Mortgage Loan, which the Trustee or the Custodian will review
      as
      provided in subsections 2.02(a) and 2.02(b), provided, that the Closing Date
      referred to therein shall instead be the date of delivery of the Mortgage File
      with respect to each Replacement Mortgage Loan.

     

    Section
      2.03  Representations,
      Warranties and Covenants of the Master Servicer and the Seller. 

     

    (a)  The
      Master Servicer hereby represents and warrants to the Depositor and the Trustee
      as follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the State of Delaware and is duly authorized and qualified to transact any
      and
      all business contemplated by this Agreement to be conducted by it in any state
      in which a Mortgaged Property is located or is otherwise not required under
      applicable law to effect such qualification and, in any event, is in compliance
      with the doing business laws of any such state, to the extent necessary to
      ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans
      in accordance with the terms of the Mortgage Loan Purchase Agreement and to
      perform any of its other obligations under this Agreement in accordance with
      the
      terms hereof or thereof.

     

    (ii)  It
      has
      the full corporate power and authority to service each Mortgage Loan, and to
      execute, deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary
      corporate action on its part the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto or thereto, as applicable,
      constitutes its legal, valid and binding obligation, enforceable against it
      in
      accordance with its terms, except that (a) the enforceability hereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other similar
      laws relating to creditors’ rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought.

     

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

     

    (iv)  It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened, against
      it
      that would materially and adversely affect the execution, delivery or
      enforceability of this Agreement or its ability to service the Mortgage Loans
      or
      to perform any of its other obligations under this Agreement in accordance
      with
      the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated hereby
      or thereby, or if any such consent, approval, authorization or order is
      required, it has obtained the same.

     

    (vii)  As
      of the
      Closing Date and except as has been otherwise disclosed to the Depositor, or
      disclosed in any public filing: (1) no default or servicing related performance
      trigger has occurred as to any other Pass-Through Transfer due to any act or
      failure to act of the Master Servicer; (2) no material noncompliance with
      applicable servicing criteria as to any other Pass-Through Transfer has
      occurred, been disclosed or reported by the Master Servicer; (3) the Master
      Servicer has not been terminated as servicer in a residential mortgage loan
      Pass-Through Transfer, either due to a servicing default or to application
      of a
      servicing performance test or trigger; (4) no material changes to the Master
      Servicer’s servicing policies and procedures for similar loans have occurred in
      the preceding three years outside of the normal changes warranted by regulatory
      and product type changes in the portfolio; (5) there are no aspects of the
      Master Servicer’s financial condition that could have a material adverse impact
      on the performance by the Master Servicer of its obligations hereunder; (6)
      there are no legal proceedings pending, or known to be contemplated by
      governmental authorities, against the Master Servicer that could be material
      to
      investors in the securities issued in such Pass-Through Transfer; and (7) there
      are no affiliations, relationships or transactions relating to the Master
      Servicer of a type that are described under Item 1119 of Regulation
      AB.

     

    (viii)  If
      so
      requested by the Depositor on any date, the Master Servicer shall, within five
      Business Days following such request, confirm in writing the accuracy of the
      representations and warranties set forth in clause (a)(vii) of this Section
      or,
      if any such representation and warranty is not accurate as of the date of such
      request, provide reasonably adequate disclosure of the pertinent facts, in
      writing, to the requesting party.

     

    (ix)  As
      a
      condition to the succession to the Master Servicer or any subservicer as
      servicer or subservicer under this Agreement by any Person (i) into which the
      Master Servicer or such subservicer may be merged or consolidated, or (ii)
      which
      may be appointed as a successor to the Master Servicer or any subservicer,
      the
      Master Servicer shall provide to the Depositor, at least 15 calendar days prior
      to the effective date of such succession or appointment, (x) written notice
      to
      the Depositor of such succession or appointment and (y) in writing and in form
      and substance reasonably satisfactory to the Depositor, all information
      reasonably requested by the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
      securities.

     

    (b)  The
      Seller hereby represents and warrants to the Depositor and the Trustee as
      follows, as of the Closing Date:

     

    (i)  The
      Seller is duly organized as a Delaware corporation and is validly existing
      and
      in good standing under the laws of the State of Delaware and is duly authorized
      and qualified to transact any and all business contemplated by this Agreement
      to
      be conducted by the Seller in any state in which a Mortgaged Property is located
      or is otherwise not required under applicable law to effect such qualification
      and, in any event, is in compliance with the doing business laws of any such
      state, to the extent necessary to ensure its ability to enforce each Mortgage
      Loan, to sell the Mortgage Loans in accordance with the terms of the Mortgage
      Loan Purchase Agreement and to perform any of its other obligations under this
      Agreement in accordance with the terms hereof.

     

    (ii)  The
      Seller has the full corporate power and authority to sell each Mortgage Loan,
      and to execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary corporate action on the part of the Seller the execution, delivery
      and
      performance of this Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto or thereto, as applicable,
      constitutes a legal, valid and binding obligation of the Seller, enforceable
      against the Seller in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought.

     

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

     

    (iv)  The
      Seller is an approved seller of conventional mortgage loans for Fannie Mae
      or
      Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to sections 203 and 211 of the National Housing
      Act.

     

    (v)  No
      litigation is pending or, to the best of the Seller’s knowledge, threatened,
      against the Seller that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Seller to
      sell the Mortgage Loans or to perform any of its other obligations under this
      Agreement in accordance with the terms hereof or thereof.

     

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

     

    (vii)  With
      respect to each Mortgage Loan as of the Closing Date (or such other date as
      may
      be specified in Section 7 of the Mortgage Loan Purchase Agreement), the Seller
      hereby remakes and restates each of the representations and warranties set
      forth
      in Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and the
      Trustee to the same extent as if fully set forth herein.

     

    (c)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in the Mortgage Loan Purchase Agreement with respect to
      the
      Mortgage Loans that materially and adversely affects the interests of the
      Certificateholders in any Mortgage Loan, the party discovering such breach
      shall
      give prompt written notice thereof to the other parties. The Seller hereby
      covenants, with respect to the representations and warranties set forth in
      the
      Mortgage Loan Purchase Agreement with respect to the Mortgage Loans, that within
      90 days of the discovery of a breach of any representation or warranty set
      forth
      therein that materially and adversely affects the interests of the
      Certificateholders in any Mortgage Loan, it shall cure such breach in all
      material respects and, if such breach is not so cured, (i) if such 90 day period
      expires prior to the second anniversary of the Closing Date, remove such
      Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
      its place a Replacement Mortgage Loan, in the manner and subject to the
      conditions set forth in this Section; or (ii) repurchase the affected Mortgage
      Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
      set
      forth below; provided that any such substitution pursuant to (i) above or
      repurchase pursuant to (ii) above shall not be effected prior to the delivery
      to
      the Trustee of an Opinion of Counsel if required by Section 2.05 hereof and
      any
      such substitution pursuant to (i) above shall not be effected prior to the
      additional delivery to the Trustee of a Request for Release. The Trustee shall
      give prompt written notice to the parties hereto of the Seller’s failure to cure
      such breach as set forth in the preceding sentence. The Seller shall promptly
      reimburse the Master Servicer and the Trustee for any expenses reasonably
      incurred by the Master Servicer or the Trustee in respect of enforcing the
      remedies for such breach. To enable the Master Servicer to amend the Mortgage
      Loan Schedule, the Seller shall, unless it cures such breach in a timely fashion
      pursuant to this Section 2.03, promptly notify the Master Servicer whether
      it
      intends either to repurchase, or to substitute for, the Mortgage Loan affected
      by such breach. With respect to the representations and warranties with respect
      to the Mortgage Loans that are made to the best of the Seller’s knowledge, if it
      is discovered by any of the Depositor, the Master Servicer, the Seller, the
      Trustee or the Custodian that the substance of such representation and warranty
      is inaccurate and such inaccuracy materially and adversely affects the value
      of
      the related Mortgage Loan, notwithstanding the Seller’s lack of knowledge with
      respect to the substance of such representation or warranty, the Seller shall
      nevertheless be required to cure, substitute for or repurchase the affected
      Mortgage Loan in accordance with the foregoing.

     

    With
      respect to any Replacement Mortgage Loan or Loans, the Seller (pursuant to
      the
      Mortgage Loan Purchase Agreement) shall deliver to the Trustee or the Custodian
      on its behalf for the benefit of the Certificateholders such documents and
      agreements as are required by Section 2.01. No substitution will be made in
      any
      calendar month after the Determination Date for such month. Notwithstanding
      the
      foregoing, such substitution must be done within two years of the Closing Date.
      Scheduled Payments due with respect to Replacement Mortgage Loans in the Due
      Period related to the Distribution Date on which such proceeds are to be
      distributed shall not be part of the Trust Fund and will be retained by the
      Seller. For the month of substitution, distributions to Certificateholders
      will
      include the Scheduled Payment due on any Deleted Mortgage Loan for the related
      Due Period and thereafter the Seller shall be entitled to retain all amounts
      received in respect of such Deleted Mortgage Loan. The Master Servicer shall
      amend the Mortgage Loan Schedule for the benefit of the Certificateholders
      to
      reflect the removal of each such Deleted Mortgage Loan and the substitution
      of
      the Replacement Mortgage Loan or Loans and the Master Servicer shall deliver
      the
      amended Mortgage Loan Schedule to the Trustee and the Custodian. Upon such
      substitution, the Replacement Mortgage Loan or Loans shall be subject to the
      terms of this Agreement in all respects, and the Seller shall be deemed to
      have
      made with respect to such Replacement Mortgage Loan or Loans, as of the date
      of
      substitution, the representations and warranties set forth in Section 7 or
      Section 8 of the Mortgage Loan Purchase Agreement with respect to such Mortgage
      Loan. Upon any such substitution and the deposit into the Protected Account
      of
      the amount required to be deposited therein in connection with such substitution
      as described in the following paragraph and receipt by the Trustee of a Request
      for Release for such Mortgage Loan, the Trustee or the Custodian shall release
      to the Seller the Mortgage File relating to such Deleted Mortgage Loan and
      held
      for the benefit of the Certificateholders and the Trustee shall execute and
      deliver at the Seller’s direction such instruments of transfer or assignment as
      have been prepared by the Seller in each case without recourse, representation
      or warranty as shall be necessary to vest in the Seller or its respective
      designee, title to the Trustee’s interest in any Deleted Mortgage Loan
      substituted for pursuant to this Section 2.03.

     

    For
      any
      month in which the Seller substitutes one or more Replacement Mortgage Loans
      for
      a Deleted Mortgage Loan, the Master Servicer will determine the amount (if
      any)
      by which the aggregate principal balance of all the Replacement Mortgage Loans
      as of the date of substitution is less than the Stated Principal Balance (after
      application of the principal portion of the Scheduled Payment due in the month
      of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate
      of such deficiencies, described in the preceding sentence for any Distribution
      Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into
      the Protected Account, by the Seller upon its delivering such Replacement
      Mortgage Loan on the Determination Date for the Distribution Date relating
      to
      the Prepayment Period during which the related Mortgage Loan became required
      to
      be purchased or replaced hereunder.

     

    In
      the
      event that the Seller shall have repurchased a Mortgage Loan, the Purchase
      Price
      therefor shall be deposited into the Protected Account, on the Determination
      Date for the Distribution Date in the month following the month during which
      the
      Seller became obligated to repurchase or replace such Mortgage Loan and upon
      such deposit of the Purchase Price, the delivery of an Opinion of Counsel if
      required by Section 2.05 and the receipt of a Request for Release, the Trustee
      or the Custodian shall release the related Mortgage File held for the benefit
      of
      the Certificateholders to the Seller and the Trustee shall execute and deliver
      at such Person’s direction the related instruments of transfer or assignment
      prepared by the Seller, in each case without recourse, as shall be necessary
      to
      transfer title from the Trustee for the benefit of the Certificateholders and
      transfer the Trustee’s interest to EMC (on its own as a Seller and on behalf of
      Master Funding) to any Mortgage Loan purchased pursuant to this Section 2.03.
      It
      is understood and agreed that the obligation under this Agreement of the Seller
      to cure, repurchase or replace any Mortgage Loan as to which a breach has
      occurred and is continuing shall constitute the sole remedies against the Seller
      respecting such breach available to the Certificateholders, the Depositor or
      the
      Trustee.

     

    (d)  The
      representations and warranties set forth in this Section 2.03 hereof shall
      survive delivery of the respective Mortgage Loans and Mortgage Files to the
      Trustee or the Custodian for the benefit of the Certificateholders.

     

    Section
      2.04  Representations
      and Warranties of the Depositor. 

     

    The
      Depositor hereby represents and warrants to the Master Servicer and the Trustee
      as follows, as of the date hereof and as of the Closing Date:

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor hereby represents and warrants to the Trustee as of the Closing Date,
      following the transfer of the Mortgage Loans to it by the Sellers, the Depositor
      had good title to the Mortgage Loans and the related Mortgage Notes were subject
      to no offsets, claims, defenses or counterclaims.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
      the
      Custodian for the benefit of the Certificateholders. Upon discovery by the
      Depositor or the Trustee of a breach of such representations and warranties,
      the
      party discovering such breach shall give prompt written notice to the others
      and
      to each Rating Agency.

     

    Section
      2.05  Delivery
      of Opinion of Counsel in Connection with Substitutions and
      Repurchases. 

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not reasonably foreseeable, no
      repurchase or substitution pursuant to Sections 2.02 or 2.03 shall be made
      unless the Sponsor delivers to the Trustee an Opinion of Counsel, addressed
      to
      the Trustee, to the effect that such repurchase or substitution would not (i)
      result in the imposition of the tax on “prohibited transactions” of REMIC I,
      REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI or contributions after the
      Closing Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code,
      respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV,
      REMIC
      V or REMIC VI to fail to qualify as a REMIC at any time that any Certificates
      are outstanding. Any Mortgage Loan as to which repurchase or substitution was
      delayed pursuant to this paragraph shall be repurchased or the substitution
      therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon
      the
      earlier of (a) the occurrence of a default or default becoming reasonably
      foreseeable with respect to such Mortgage Loan and (b) receipt by the Trustee
      of
      an Opinion of Counsel addressed to the Trustee to the effect that such
      repurchase or substitution, as applicable, will not result in the events
      described in clause (i) or clause (ii) of the preceding sentence.

     

    (b)  Upon
      discovery by the Depositor, the Seller or the Master Servicer that any Mortgage
      Loan does not constitute a “qualified mortgage” within the meaning of section
      860G(a)(3) of the Code, the party discovering such fact shall promptly (and
      in
      any event within 5 Business Days of discovery) give written notice thereof
      to
      the other parties and the Trustee. In connection therewith, the Trustee shall
      require the Seller at it’s option, to either (i) substitute, if the conditions
      in Section 2.03 with respect to substitutions are satisfied, a Replacement
      Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected
      Mortgage Loan within 90 days of such discovery in the same manner as it would
      a
      Mortgage Loan for a breach of representation or warranty in accordance with
      Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to
      be
      released pursuant hereto (and the Custodian shall deliver the related Mortgage
      File) in the same manner, and on the same terms and conditions, as it would
      a
      Mortgage Loan repurchased for breach of a representation or warranty in
      accordance with Section 2.03.

     

    Section
      2.06  Countersignature
      and Delivery of Certificates. 

     

    (a)  The
      Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
      and, concurrently with such transfer and assignment, has executed, countersigned
      and delivered, to or upon the order of the Depositor, the Certificates in
      authorized denominations evidencing the entire ownership of the Trust Fund.
      The
      Trustee agrees to hold the Trust Fund and exercise the rights referred to above
      for the benefit of all present and future Holders of the Certificates and to
      perform the duties set forth in this Agreement in accordance with its
      terms.

     

    (b)  The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests and the other assets of REMIC II for the benefit of the
      holders of the REMIC II Regular Interests and the Class R-2 Certificates. The
      Trustee acknowledges receipt of the REMIC I Regular Interests (which are
      uncertificated) and the other assets of REMIC II and declares that it holds
      and
      will hold the same in trust for the exclusive use and benefit of the holders
      of
      the REMIC II Regular Interests and the Class R-2 Certificates.

     

    (c)  The
      Depositor concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      II Regular Interests and the other assets of REMIC III for the benefit of the
      holders of the REMIC III Regular Interests and the Class R-3 Certificates.
      The
      Trustee acknowledges receipt of the REMIC II Regular Interests (which are
      uncertificated) and the other assets of REMIC III and declares that it holds
      and
      will hold the same in trust for the exclusive use and benefit of the holders
      of
      the REMIC III Regular Interests and the Class R-3 Certificates.

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      CE Interest for the benefit of the Holders of the REMIC IV Certificates. The
      Trustee acknowledges receipt of the Class CE Interest (which is uncertificated)
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of the Holders of the REMIC IV Certificates.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      P Interest for the benefit of the Holders of the REMIC V Certificates. The
      Trustee acknowledges receipt of the Class P Interest (which is uncertificated)
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of the Holders of the REMIC V Certificates.

     

    (f)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      IO Interest for the benefit of the holders of the REMIC VI Interests. The
      Trustee acknowledges receipt of the Class IO Interest (which is uncertificated)
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of the holders of the REMIC VI Interests.

     

    Section
      2.07  Purposes
      and Powers of the Trust. 

     

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

     

    (a)  acquire
      and hold, as set forth in this Agreement, the Mortgage Loans and the other
      assets of the Trust Fund and the proceeds therefrom for the benefit of the
      Certificateholders;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage Loans and
      any other assets of the Trust;

     

    (c)  to
      make
      distributions on the Certificates;

     

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

     

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

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. Neither the Trustee
      nor the Master Servicer shall cause the Trust to engage in any activity other
      than in connection with the foregoing or other than as required or authorized
      by
      the terms of this Agreement while any Certificate is outstanding.

     

    


     

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS

     

    Section
      3.01  The
      Master Servicer to act as Master Servicer. 

     

    The
      Master Servicer shall service and administer the Mortgage Loans in accordance
      with customary and usual standards of practice of prudent mortgage loan
      servicers in the respective states in which the related Mortgaged Properties
      are
      located. In connection with such servicing and administration, the Master
      Servicer shall have full power and authority, acting alone and/or through
      subservicers as provided in Section 3.03, to do or cause to be done any and
      all
      things that it may deem necessary or desirable in connection with such servicing
      and administration, including but not limited to, the power and authority,
      subject to the terms hereof (i) to execute and deliver, on behalf of the
      Certificateholders and the Trustee, customary consents or waivers and other
      instruments and documents, (ii) to consent to transfers of any related Mortgaged
      Property and assumptions of the Mortgage Notes and related Mortgages (but only
      in the manner provided herein), (iii) to collect any Insurance Proceeds and
      other Liquidation Proceeds or Subsequent Recoveries, and (iv) subject to Section
      3.09, to effectuate foreclosure or other conversion of the ownership of the
      Mortgaged Property securing any Mortgage Loan; provided that the Master Servicer
      shall take no action that is inconsistent with or prejudices the interests
      of
      the Trust Fund or the Certificateholders in any Mortgage Loan or the rights
      and
      interests of the Depositor or the Trustee under this Agreement.

     

    Without
      limiting the generality of the foregoing, the Master Servicer, in its own name
      or in the name of the Trust, the Depositor or the Trustee, is hereby authorized
      and empowered by the Trust, the Depositor and the Trustee, when the Master
      Servicer believes it appropriate in its reasonable judgment, to execute and
      deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
      any
      of them, any and all instruments of satisfaction or cancellation, or of partial
      or full release or discharge and all other comparable instruments, with respect
      to the Mortgage Loans, and with respect to the Mortgaged Properties held for
      the
      benefit of the Certificateholders. The Master Servicer shall prepare and deliver
      to the Depositor and/or the Trustee such documents requiring execution and
      delivery by any or all of them as are necessary or appropriate to enable the
      Master Servicer to service and administer the Mortgage Loans. Upon receipt
      of
      such documents, the Depositor and/or the Trustee shall execute such documents
      and deliver them to the Master Servicer.

     

    In
      accordance with the standards of the first paragraph of this Section 3.01,
      the
      Master Servicer shall advance or cause to be advanced funds as necessary for
      the
      purpose of effecting the payment of taxes and assessments on the Mortgaged
      Properties, which advances shall be reimbursable in the first instance from
      related collections from the Mortgagors pursuant to Section 4.03, and further
      as
      provided in Section 4.02. All costs incurred by the Master Servicer, if any,
      in
      effecting the timely payments of taxes and assessments on the Mortgaged
      Properties and related insurance premiums shall not, for the purpose of
      calculating monthly distributions to the Certificateholders, be added to the
      Stated Principal Balance under the Mortgage Loans, notwithstanding that the
      terms of such Mortgage Loans so permit.

     

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

     

    (a)  Except
      as
      otherwise provided in this Section 3.02, when any property subject to a Mortgage
      has been or is about to be conveyed by the Mortgagor, the Master Servicer shall
      to the extent that it has knowledge of such conveyance, enforce any due-on-sale
      clause contained in any Mortgage Note or Mortgage, to the extent permitted
      under
      applicable law and governmental regulations, but only to the extent that such
      enforcement will not adversely affect or jeopardize coverage under any Required
      Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not
      required to exercise such rights with respect to a Mortgage Loan if the Person
      to whom the related Mortgaged Property has been conveyed or is proposed to
      be
      conveyed satisfies the terms and conditions contained in the Mortgage Note
      and
      Mortgage related thereto and the consent of the mortgagee under such Mortgage
      Note or Mortgage is not otherwise so required under such Mortgage Note or
      Mortgage as a condition to such transfer. In the event that the Master Servicer
      is prohibited by law from enforcing any such due-on-sale clause, or if coverage
      under any Required Insurance Policy would be adversely affected, or if
      nonenforcement is otherwise permitted hereunder, the Master Servicer is
      authorized, subject to Section 3.02(b), to take or enter into an assumption
      and
      modification agreement from or with the person to whom such property has been
      or
      is about to be conveyed, pursuant to which such person becomes liable under
      the
      Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
      remains liable thereon, provided that the Mortgage Loan shall continue to be
      covered (if so covered before the Master Servicer enters such agreement) by
      the
      applicable Required Insurance Policies. The Master Servicer, subject to Section
      3.02(b), is also authorized with the prior approval of the insurers under any
      Required Insurance Policies to enter into a substitution of liability agreement
      with such Person, pursuant to which the original Mortgagor is released from
      liability and such Person is substituted as Mortgagor and becomes liable under
      the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall
      not
      be deemed to be in default under this Section 3.02(a) by reason of any transfer
      or assumption that the Master Servicer reasonably believes it is restricted
      by
      law from preventing.

     

    (b)  Subject
      to the Master Servicer’s duty to enforce any due-on-sale clause to the extent
      set forth in Section 3.02(a), in any case in which a Mortgaged Property has
      been
      conveyed to a Person by a Mortgagor, and such Person is to enter into an
      assumption agreement or modification agreement or supplement to the Mortgage
      Note or Mortgage that requires the signature of the Trustee, or if an instrument
      of release signed by the Trustee is required releasing the Mortgagor from
      liability on the related Mortgage Loan, the Master Servicer shall prepare and
      deliver or cause to be prepared and delivered to the Trustee for signature
      and
      shall direct, in writing, the Trustee to execute the assumption agreement with
      the Person to whom the Mortgaged Property is to be conveyed and such
      modification agreement or supplement to the Mortgage Note or Mortgage or other
      instruments as are reasonable or necessary to carry out the terms of the
      Mortgage Note or Mortgage or otherwise to comply with any applicable laws
      regarding assumptions or the transfer of the Mortgaged Property to such Person.
      In connection with any such assumption, no material term of the Mortgage Note
      (including, but not limited to, the Mortgage Rate, the amount of the Scheduled
      Payment and any other term affecting the amount or timing of payment on the
      Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
      Mortgaged Property must be acceptable to the Master Servicer in accordance
      with
      its servicing standards as then in effect. The Master Servicer shall notify
      the
      Trustee that any such substitution or assumption agreement has been completed
      by
      forwarding to the Trustee the original of such substitution or assumption
      agreement, which in the case of the original shall be added to the related
      Mortgage File and shall, for all purposes, be considered a part of such Mortgage
      File to the same extent as all other documents and instruments constituting
      a
      part thereof. Any fee collected by the Master Servicer for entering into an
      assumption or substitution of liability agreement will be retained by the Master
      Servicer as additional servicing compensation.

     

    Section
      3.03  Subservicers. 

     

    The
      Master Servicer shall perform all of its servicing responsibilities hereunder
      or
      may cause a subservicer to perform any such servicing responsibilities on its
      behalf, but the use by the Master Servicer of a subservicer shall not release
      the Master Servicer from any of its obligations hereunder and the Master
      Servicer shall remain responsible hereunder for all acts and omissions of each
      subservicer as fully as if such acts and omissions were those of the Master
      Servicer. The Master Servicer shall pay all fees of each subservicer from its
      own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to
      the Master Servicer hereunder.

     

    At
      the
      cost and expense of the Master Servicer, without any right of reimbursement
      from
      its Protected Account, the Master Servicer shall be entitled to terminate the
      rights and responsibilities of a subservicer and arrange for any servicing
      responsibilities to be performed by a successor subservicer; provided, however,
      that nothing contained herein shall be deemed to prevent or prohibit the Master
      Servicer, at the Master Servicer’s option, from electing to service the related
      Mortgage Loans itself. In the event that the Master Servicer’s responsibilities
      and duties under this Agreement are terminated pursuant to Section 8.01, the
      Master Servicer shall at its own cost and expense terminate the rights and
      responsibilities of each subservicer effective as of the date of termination
      of
      the Master Servicer. The Master Servicer shall pay all fees, expenses or
      penalties necessary in order to terminate the rights and responsibilities of
      each subservicer from the Master Servicer’s own funds without reimbursement from
      the Trust Fund.

     

    Notwithstanding
      the foregoing, the Master Servicer shall not be relieved of its obligations
      hereunder and shall be obligated to the same extent and under the same terms
      and
      conditions as if it alone were servicing and administering the Mortgage Loans.
      The Master Servicer shall be entitled to enter into an agreement with a
      subservicer for indemnification of the Master Servicer by the subservicer and
      nothing contained in this Agreement shall be deemed to limit or modify such
      indemnification.

     

    Any
      subservicing agreement and any other transactions or services relating to the
      Mortgage Loans involving a subservicer shall be deemed to be between such
      subservicer and the Master Servicer alone, and the Trustee shall not have any
      obligations, duties or liabilities with respect to such subservicer including
      any obligation, duty or liability of the Trustee to pay such subservicer’s fees
      and expenses. Each subservicing agreement shall provide that such agreement
      may
      be assumed or terminated without cause or penalty by the Trustee or other
      Successor Master Servicer in the event the Master Servicer is terminated in
      accordance with this Agreement. For purposes of remittances to the Trustee
      pursuant to this Agreement, the Master Servicer shall be deemed to have received
      a payment on a Mortgage Loan when a subservicer has received such
      payment.

     

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

     

    Notwithstanding
      any other provisions of this Agreement, the Master Servicer shall transmit
      to
      the Trustee or the Custodian on behalf of the Trustee as required by this
      Agreement all documents and instruments in respect of a Mortgage Loan coming
      into the possession of the Master Servicer from time to time and shall account
      fully to the Trustee for any funds received by the Master Servicer or that
      otherwise are collected by the Master Servicer as Liquidation Proceeds,
      Insurance Proceeds or Subsequent Recoveries in respect of any such Mortgage
      Loan. All Mortgage Files and funds collected or held by, or under the control
      of, the Master Servicer in respect of any Mortgage Loans, whether from the
      collection of principal and interest payments or from Liquidation Proceeds
      or
      Subsequent Recoveries, including but not limited to, any funds on deposit in
      the
      Protected Account, shall be held by the Master Servicer for and on behalf of
      the
      Trustee and shall be and remain the sole and exclusive property of the Trustee,
      subject to the applicable provisions of this Agreement. The Master Servicer
      also
      agrees that it shall not create, incur or subject any Mortgage File or any
      funds
      that are deposited in the Protected Account or in any Escrow Account, or any
      funds that otherwise are or may become due or payable to the Trustee for the
      benefit of the Certificateholders, to any claim, lien, security interest,
      judgment, levy, writ of attachment or other encumbrance, or assert by legal
      action or otherwise any claim or right of set off against any Mortgage File
      or
      any funds collected on, or in connection with, a Mortgage Loan, except, however,
      that the Master Servicer shall be entitled to set off against and deduct from
      any such funds any amounts that are properly due and payable to the Master
      Servicer under this Agreement.

     

    Section
      3.05  Maintenance
      of Hazard Insurance. 

     

    The
      Master Servicer shall cause to be maintained, for each Mortgage Loan, hazard
      insurance on buildings upon, or comprising part of, the Mortgaged Property
      against loss by fire, hazards of extended coverage and such other hazards as
      are
      customary in the area where the related Mortgaged Property is located with
      an
      insurer which is licensed to do business in the state where the related
      Mortgaged Property is located. Each such policy of standard hazard insurance
      shall contain, or have an accompanying endorsement that contains, a standard
      mortgagee clause. The Master Servicer shall also cause flood insurance to be
      maintained on property acquired upon foreclosure or deed in lieu of foreclosure
      of any Mortgage Loan, to the extent described below. Pursuant to Section 4.01,
      any amounts collected by the Master Servicer under any such policies (other
      than
      the amounts to be applied to the restoration or repair of the related Mortgaged
      Property or property thus acquired or amounts released to the Mortgagor in
      accordance with the Master Servicer’s normal servicing procedures) shall be
      deposited in the Protected Account. Any cost incurred by the Master Servicer
      in
      maintaining any such insurance shall not, for the purpose of calculating monthly
      distributions to the Certificateholders or remittances to the Trustee for their
      benefit, be added to the principal balance of the Mortgage Loan, notwithstanding
      that the terms of the Mortgage Loan so permit. Such costs shall be recoverable
      by the Master Servicer out of late payments by the related Mortgagor or out
      of
      Liquidation Proceeds to the extent permitted by Section 4.02. It is understood
      and agreed that no earthquake or other additional insurance is to be required
      of
      any Mortgagor or maintained on property acquired in respect of a Mortgage other
      than pursuant to such applicable laws and regulations as shall at any time
      be in
      force and as shall require such additional insurance. If the Mortgaged Property
      is located at the time of origination of the Mortgage Loan in a federally
      designated special flood hazard area and such area is participating in the
      national flood insurance program, the Master Servicer shall cause flood
      insurance to be maintained with respect to such Mortgage Loan. Such flood
      insurance shall be in an amount equal to the least of (i) the Stated Principal
      Balance of the related Mortgage Loan, (ii) minimum amount required to compensate
      for damage or loss on a replacement cost basis or (iii) the maximum amount
      of
      such insurance available for the related Mortgaged Property under the Flood
      Disaster Protection Act of 1973, as amended.

     

    In
      the
      event that the Master Servicer shall obtain and maintain a blanket policy
      insuring against hazard losses on all of the Mortgage Loans, it shall
      conclusively be deemed to have satisfied its obligations as set forth in the
      first sentence of this Section 3.05, it being understood and agreed that such
      policy may contain a deductible clause on terms substantially equivalent to
      those commercially available and maintained by comparable servicers. If such
      policy contains a deductible clause, the Master Servicer shall, in the event
      that there shall not have been maintained on the related Mortgaged Property
      a
      policy complying with the first sentence of this Section 3.05, and there shall
      have been a loss that would have been covered by such policy, deposit in the
      Protected Account the amount not otherwise payable under the blanket policy
      because of such deductible clause. Such deposit shall be from the Master
      Servicer’s own funds without reimbursement therefor. In connection with its
      activities as administrator and servicer of the Mortgage Loans, the Master
      Servicer agrees to present, on behalf of itself, the Depositor and the Trustee
      for the benefit of the Certificateholders claims under any such blanket
      policy.

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds. 

     

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

     

    Section
      3.07  Maintenance
      of the Primary Mortgage Insurance Policies. 

     

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

     

    (b)  The
      Master Servicer agrees to present on behalf of the Trustee, the
      Certificateholders claims to the insurer under any Primary Mortgage Insurance
      Policies and, in this regard, to take such reasonable action as shall be
      necessary to permit recovery under any Primary Mortgage Insurance Policies
      respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
      collected by the Master Servicer under any Primary Mortgage Insurance Policies
      shall be deposited in the Protected Account, subject to withdrawal pursuant
      to
      Section 4.02 hereof. 

     

    Section
      3.08  Fidelity
      Bond, Errors and Omissions Insurance. 

     

    The
      Master Servicer shall maintain, at its own expense, a blanket fidelity bond
      and
      an errors and omissions insurance policy, with broad coverage with responsible
      companies on all officers, employees or other persons acting in any capacity
      with regard to the Mortgage Loans and who handle funds, money, documents and
      papers relating to the Mortgage Loans. The fidelity bond and errors and
      omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
      and shall protect and insure the Master Servicer against losses, including
      forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
      of
      such persons. Such fidelity bond shall also protect and insure the Master
      Servicer against losses in connection with the failure to maintain any insurance
      policies required pursuant to this Agreement and the release or satisfaction
      of
      a Mortgage Loan which is not in accordance with Accepted Servicing Practices.
      No
      provision of this Section 3.08 requiring the fidelity bond and errors and
      omissions insurance shall diminish or relieve the Master Servicer from its
      duties and obligations as set forth in this Agreement. The minimum coverage
      under any such bond and insurance policy shall be at least equal to the
      corresponding amounts required by Accepted Servicing Practices. The Master
      Servicer shall deliver to the Trustee a certificate from the surety and the
      insurer as to the existence of the fidelity bond and errors and omissions
      insurance policy and shall obtain a statement from the surety and the insurer
      that such fidelity bond or insurance policy shall in no event be terminated
      or
      materially modified without thirty days prior written notice to the Trustee.
      The
      Master Servicer shall notify the Trustee within five business days of receipt
      of
      notice that such fidelity bond or insurance policy will be, or has been,
      materially modified or terminated. The Trustee for the benefit of the
      Certificateholders must be named as loss payees on the fidelity bond and as
      additional insured on the errors and omissions policy.

     

    Section
      3.09  Realization
      Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
      and
      Realized Losses; Repurchases of Certain Mortgage Loans. 

     

    (a)  The
      Master Servicer shall use reasonable efforts to foreclose upon or otherwise
      comparably convert the ownership of properties securing such of the Mortgage
      Loans as come into and continue in default and as to which no satisfactory
      arrangements can be made for collection of delinquent payments. In connection
      with such foreclosure or other conversion, the Master Servicer shall follow
      such
      practices and procedures as it shall deem necessary or advisable and as shall
      be
      normal and usual in its general mortgage servicing activities and the
      requirements of the insurer under any Required Insurance Policy; provided that
      the Master Servicer shall not be required to expend its own funds in connection
      with any foreclosure or towards the restoration of any property unless it shall
      determine (i) that such restoration and/or foreclosure will increase the
      proceeds of liquidation of the Mortgage Loan after reimbursement to itself
      of
      such expenses and (ii) that such expenses will be recoverable to it through
      Insurance Proceeds, Liquidation Proceeds (respecting which it shall have
      priority for purposes of withdrawals from the Protected Account pursuant to
      Section 4.02). If the Master Servicer reasonably believes that Liquidation
      Proceeds with respect to any such Mortgage Loan would not be increased as a
      result of such foreclosure or other action, such Mortgage Loan will be
      charged-off and will become a Liquidated Loan. The Master Servicer will give
      notice of any such charge-off to the Trustee. The Master Servicer shall be
      responsible for all other costs and expenses incurred by it in any such
      proceedings; provided that such costs and expenses shall be Servicing Advances
      and that it shall be entitled to reimbursement thereof from the proceeds of
      liquidation of the related Mortgaged Property, as contemplated in Section 4.02.
      If the Master Servicer has knowledge that a Mortgaged Property that the Master
      Servicer is contemplating acquiring in foreclosure or by deed- in-lieu of
      foreclosure is located within a one-mile radius of any site with environmental
      or hazardous waste risks known to the Master Servicer, the Master Servicer
      will,
      prior to acquiring the Mortgaged Property, consider such risks and only take
      action in accordance with its established environmental review
      procedures.

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the Certificateholders (or the
      Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall
      be placed on the title to such REO Property solely as the Trustee hereunder
      and
      not in its individual capacity. The Master Servicer shall ensure that the title
      to such REO Property references this Agreement and the Trustee’s capacity
      hereunder. Pursuant to its efforts to sell such REO Property, the Master
      Servicer shall either itself or through an agent selected by the Master Servicer
      protect and conserve such REO Property in the same manner and to such extent
      as
      is customary in the locality where such REO Property is located and may,
      incident to its conservation and protection of the interests of the
      Certificateholders, rent the same, or any part thereof, as the Master Servicer
      deems to be in the best interest of the Master Servicer and the
      Certificateholders for the period prior to the sale of such REO Property. The
      Master Servicer shall prepare for and deliver to the Trustee a statement with
      respect to each REO Property that has been rented showing the aggregate rental
      income received and all expenses incurred in connection with the management
      and
      maintenance of such REO Property at such times as is necessary to enable the
      Trustee to comply with the reporting requirements of the REMIC Provisions.
      The
      net monthly rental income, if any, from such REO Property shall be deposited
      in
      the Protected Account no later than the close of business on each Determination
      Date. The Master Servicer shall perform the tax reporting and withholding
      related to foreclosures, abandonments and cancellation of indebtedness income
      as
      specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing
      such tax and information returns, as may be required.

     

    In
      the
      event that the Trust Fund acquires any Mortgaged Property as aforesaid or
      otherwise in connection with a default or reasonably foreseeable default on
      a
      Mortgage Loan, the Master Servicer shall dispose of such Mortgaged Property
      prior to three years after its acquisition by the Trust Fund or, at the expense
      of the Trust Fund, request more than 60 days prior to the day on which such
      three-year period would otherwise expire, an extension of the three-year grace
      period unless the Trustee shall have been supplied with an Opinion of Counsel
      addressed to the Trustee (such opinion not to be an expense of the Trustee)
      to
      the effect that the holding by the Trust Fund of such Mortgaged Property
      subsequent to such three-year period will not result in the imposition of taxes
      on “prohibited transactions” of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
      or REMIC VI as defined in Section 860F of the Code or cause any of REMIC I,
      REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to qualify as a
      REMIC
      at any time that any Certificates are outstanding, in which case the Trust
      Fund
      may continue to hold such Mortgaged Property (subject to any conditions
      contained in such Opinion of Counsel). Notwithstanding any other provision
      of
      this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
      (or allowed to continue to be rented) or otherwise used for the production
      of
      income by or on behalf of the Trust Fund in such a manner or pursuant to any
      terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
      (ii) subject any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
      VI
      to the imposition of any federal, state or local income taxes on the income
      earned from such Mortgaged Property under Section 860G(c) of the Code or
      otherwise, unless the Master Servicer has agreed to indemnify and hold harmless
      the Trust Fund with respect to the imposition of any such taxes.

     

    The
      decision of the Master Servicer to foreclose on a defaulted Mortgage Loan shall
      be subject to a determination by the Master Servicer that the proceeds of such
      foreclosure would exceed the costs and expenses of bringing such a proceeding.
      The income earned from the management of any Mortgaged Properties acquired
      through foreclosure or other judicial proceeding, net of reimbursement to the
      Master Servicer for expenses incurred (including any property or other taxes)
      in
      connection with such management and net of unreimbursed Servicing Fees,
      Advances, Servicing Advances and any management fee paid or to be paid with
      respect to the management of such Mortgaged Property, shall be applied to the
      payment of principal of, and interest on, the related defaulted Mortgage Loans
      (with interest accruing as though such Mortgage Loans were still current) and
      all such income shall be deemed, for all purposes in the Agreement, to be
      payments on account of principal and interest on the related Mortgage Notes
      and
      shall be deposited into the Protected Account. To the extent the income received
      during a Prepayment Period is in excess of the amount attributable to amortizing
      principal and accrued interest at the related Mortgage Rate on the related
      Mortgage Loan, such excess shall be considered to be a partial Principal
      Prepayment for all purposes hereof.

     

    The
      Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
      to the Master Servicer as provided above, shall be deposited in the Protected
      Account upon
      receipt and made available on
      the
      next succeeding Determination Date following receipt thereof for distribution
      on
      the related Distribution Date, except that any Excess Liquidation Proceeds
      shall
      be retained by the Master Servicer as additional servicing
      compensation.

     

    The
      proceeds of any Liquidated Loan, as well as any recovery resulting from a
      partial collection of related Liquidation Proceeds or any income from a related
      REO Property, will be applied in the following order of priority: first, to
      reimburse the Master Servicer for any related unreimbursed Servicing Advances
      and Servicing Fees, pursuant to Section 4.02 or this Section 3.09; second,
      to
      reimburse the Master Servicer for any unreimbursed Advances, pursuant to Section
      4.02 or this Section 3.09; third, to accrued and unpaid interest (to the extent
      no Advance has been made for such amount) on the Mortgage Loan or related REO
      Property, at the Net Mortgage Rate to the first day of the month in which such
      amounts are required to be distributed; and fourth, as a recovery of principal
      of the Mortgage Loan.

     

    (b)  On
      each
      Determination Date, the Master Servicer shall determine the respective aggregate
      amounts of Excess Liquidation Proceeds and Realized Losses, if any, for the
      preceding calendar month.

     

    (c)  The
      Master Servicer has no intent to foreclose on any Mortgage Loan based on the
      delinquency characteristics as of the Closing Date; provided, that the foregoing
      does not prevent the Master Servicer from initiating foreclosure proceedings
      on
      any date hereafter if the facts and circumstances of such Mortgage Loans
      including delinquency characteristics in the Master Servicer’s discretion so
      warrant such action.

     

    Section
      3.10  Servicing
      Compensation. 

     

    As
      compensation for its activities hereunder, the Master Servicer shall be entitled
      to retain or withdraw from the Protected Account out of each payment of interest
      on a Mortgage Loan included in the Trust Fund an amount equal to the Servicing
      Fee.

     

    Additional
      servicing compensation in the form of any Excess Liquidation Proceeds,
      assumption fees, late payment charges, all Prepayment Interest Excess on any
      Mortgage Loan, other ancillary income, all income and gain net of any losses
      realized from Permitted Investments with respect to funds in or credited to
      the
      Protected Account shall be retained by the Master Servicer to the extent not
      required to be deposited in the Protected Account pursuant to Section 4.02.
      The
      Master Servicer shall be required to pay all expenses incurred by it in
      connection with its servicing activities hereunder (including payment of any
      premiums for hazard insurance, as required by Section 3.05 and maintenance
      of
      the other forms of insurance coverage required by Section 3.07) and shall not
      be
      entitled to reimbursement therefor except as specifically provided in Section
      4.02.

     

    Section
      3.11  REO
      Property. 

     

    (a)  In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      related Mortgage Loan, the deed or certificate of sale shall be issued to the
      Trustee, or to its nominee, on behalf of the Certificateholders. The Master
      Servicer shall sell any REO Property as expeditiously as possible and in
      accordance with the provisions of this Agreement. Pursuant to its efforts to
      sell such REO Property, the Master Servicer shall protect and conserve such
      REO
      Property in the manner and to the extent required herein, in accordance with
      the
      REMIC Provisions.

     

    (b)  The
      Master Servicer shall deposit all funds collected and received in connection
      with the operation of any REO Property into the Protected Account.

     

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

     

    Section
      3.12  Liquidation
      Reports. 

     

    Upon
      the
      foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
      Fund pursuant to a deed-in-lieu of foreclosure, the Master Servicer shall submit
      a liquidation report to the Trustee containing such information as shall be
      mutually acceptable to the Master Servicer and the Trustee with respect to
      such
      Mortgaged Property.

     

    Section
      3.13  Annual
      Statement as to Compliance. 

     

    The
      Master Servicer and the Trustee shall deliver to the Master Servicer, the
      Depositor and the Trustee, not later than March 15th
      of each
      calendar year beginning in 2008, an Officer’s Certificate (an “Annual Statement
      of Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of each such party during the preceding calendar year and of its
      performance under this Agreement has been made under such officer’s supervision
      and (ii) to the best of such officer’s knowledge, based on such review, each
      such party has fulfilled all of its obligations under this Agreement in all
      material respects throughout such year or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status thereof. Such Annual
      Statement of Compliance shall contain no restrictions or limitations on its
      use.
      In the event that the Master Servicer or the Trustee has delegated any servicing
      responsibilities with respect to the Mortgage Loans to a subservicer or
      subcontractor, such servicer or subcontractor shall be directed by such
      delegating party to deliver a similar Annual Statement of Compliance by such
      subservicer or subcontractor to the Master Servicer, the Depositor and the
      Trustee as described above as and when required with respect to the Master
      Servicer and the Trustee.

     

    Failure
      of the Master Servicer to comply with this Section 3.13 (including
      with respect to the time frames required in this Section)
      shall be
      deemed an Event of Default with respect to such party, and the Trustee at the
      direction of the Depositor shall, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, upon notice, immediately terminate
      all the rights and obligations of the Master Servicer under this Agreement
      and
      in and to the Mortgage Loans and the proceeds thereof without compensating
      the
      Master Servicer for the same. Failure of the Trustee to comply with this Section
      3.13 (including with respect to the time frames required in this Section) which
      failure results in a failure to timely file the Form 10-K shall be deemed a
      default which may result in the termination of the Trustee pursuant to Section
      9.08 of this Agreement and the Depositor may, in addition to whatever rights
      the
      Depositor may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, upon notice immediately
      terminate all of the rights and obligations of the Trustee under this Agreement
      and in and to the Mortgage Loans and the proceeds thereof without compensating
      the Trustee for the same. This paragraph shall supersede any other provision
      in
      this Agreement or any other agreement to the contrary.

     

    In
      the
      event the Master Servicer, the Trustee or any subservicer or subcontractor
      engaged by either such party is terminated or resigns pursuant to the terms
      of
      the Agreement, or any other applicable agreement in the case of a subservicer
      or
      subcontractor, as the case may be, such party shall provide an Annual Statement
      of Compliance pursuant to this Section 3.13 or to the related section of such
      other applicable agreement, as the case may be, as to the performance of its
      obligations with respect to the period of time it was subject to this Agreement
      or any other applicable agreement, as the case may be notwithstanding any such
      termination or resignation.

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports. 

     

    The
      Master Servicer shall service and administer the Mortgage Loans in accordance
      with all applicable requirements of the Servicing Criteria. Pursuant to Rules
      13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each
      of
      the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”)
      at its own expense shall deliver to the Trustee, the Master Servicer and the
      Depositor on or before March 15th
      of
      each
      calendar year beginning in 2008, a report signed by an authorized officer of
      such party regarding such Attesting Party’s assessment of compliance (an
“Assessment of Compliance”) with the Servicing Criteria during the preceding
      calendar year. The Assessment of Compliance, as set forth in Regulation AB,
      must
      contain the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance
      is not required to be delivered unless it is required as part of a Form 10-K
      with respect to the Trust Fund.

     

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

     

    The
      Master Servicer shall cause any subservicer and each subcontractor determined
      by
      it to be “participating in the servicing function” within the meaning of Item
      1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the
      Depositor an Assessment of Compliance and Attestation Report as and when
      provided above along with an indication of what Servicing Criteria are addressed
      in such assessment.

     

    The
      Trustee shall confirm that the assessments, taken as a whole, address all of
      the
      Servicing Criteria and taken individually address the Servicing Criteria for
      each party as set forth on Exhibit N and notify the Depositor of any exceptions.
      Notwithstanding the foregoing, as to any subcontractor (as defined in the
      related servicing agreement), an Assessment of Compliance is not required to
      be
      delivered unless it is required as part of a Form 10-K with respect to the
      Trust
      Fund.

     

    In
      addition, for the avoidance of doubt and without duplication, the Master
      Servicer shall (and shall cause each subservicer engaged by it to) provide
      to
      the Depositor and the Trustee information concerning the following: (A) any
      Event of Default hereunder and any subservicer event of default under the terms
      of the related Subservicing Agreement, (B) any merger, consolidation or sale
      of
      substantially all of the assets of the Master Servicer or, to the best of the
      Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s
      entry into an agreement with a subservicer to perform or assist in the
      performance of any of the Master Servicer’s obligations. 

     

    In
      addition, the Master Servicer shall cause each subservicer engaged by it to
      provide the following information to the Depositor and the Trustee, to the
      extent applicable, within the timeframes that the Master Servicer would
      otherwise have to provide such information:

     

    (A) any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments during the distribution period or that have cumulatively
      become material over time (Item 1121(a)(11) of Regulation AB);

     

    (B) information
      regarding material breaches of pool asset representations or warranties or
      transaction covenants (Item 1121(a)(12) of Regulation AB); and

     

    (C) information
      regarding new asset-backed securities issuances backed by the same pool assets,
      any pool asset changes (such as, additions, substitutions or repurchases),
      and
      any material changes in origination, underwriting or other criteria for
      acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
      AB).

     

    Failure
      of the Master Servicer to comply with this Section 3.14 (including with respect
      to the time frames required in this Section) shall be deemed an Event of
      Default, and the Trustee at the direction of the Depositor shall, in addition
      to
      whatever rights the Trustee may have under this Agreement and at law or in
      equity or to damages, including injunctive relief and specific performance,
      upon
      notice immediately terminate all the rights and obligations of the Master
      Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
      thereof without compensating the Master Servicer for the same. Failure of the
      Trustee to comply with this Section 3.14 (including with respect to the time
      frames required in this Section) which failure results in a failure to timely
      file the Form 10-K shall be deemed a default which may result in the termination
      of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor
      may,
      in addition to whatever rights the Depositor may have under this Agreement
      and
      at law or in equity or to damages, including injunctive relief and specific
      performance, upon notice immediately terminate all of the rights and obligations
      of the Trustee under this Agreement and in and to the Mortgage Loans and the
      proceeds thereof without compensating the Trustee for the same. This paragraph
      shall supersede any other provision in this Agreement or any other agreement
      to
      the contrary.

     

    In
      the
      event the Master Servicer, the Custodian, the Trustee or any subservicer or
      subcontractor engaged by any such party is terminated, assigns its rights and
      obligations under, or resigns pursuant to, the terms of the Agreement, the
      related Custodial Agreement, or any other applicable agreement in the case
      of a
      subservicer or subcontractor, as the case may be, such party shall provide
      an
      Assessment of Compliance and cause to be provided an Attestation Report pursuant
      to this Section 3.14 or to the related section of such other applicable
      agreement, as the case may be, notwithstanding any such termination, assignment
      or resignation.

     

    Section
      3.15  Books
      and Records. 

     

    The
      Master Servicer shall be responsible for maintaining, and shall maintain, a
      complete set of books and records for the Mortgage Loans which shall be
      appropriately identified in the Master Servicer’s computer system to clearly
      reflect the ownership of the Mortgage Loans by the Trust. In particular, the
      Master Servicer shall maintain in its possession, available for inspection
      by
      the Trustee and shall deliver to the Trustee upon demand, evidence of compliance
      with all federal, state and local laws, rules and regulations. To the extent
      that original documents are not required for purposes of realization of
      Liquidation Proceeds or Insurance Proceeds, documents maintained by the Master
      Servicer may be in the form of microfilm or microfiche or such other reliable
      means of recreating original documents, including, but not limited to, optical
      imagery techniques so long as the Master Servicer complies with the requirements
      of Accepted Servicing Practices.

     

    The
      Master Servicer shall maintain with respect to each Mortgage Loan and shall
      make
      available for inspection by the Trustee the related servicing file during the
      time such Mortgage Loan is subject to this Agreement and thereafter in
      accordance with applicable law.

     

    Payments
      on the Mortgage Loans, including any payoffs, made in accordance with the
      related Mortgage File will be entered in the Master Servicer’s set of books and
      records no more than two Business Days after receipt and identification, and
      allocated to principal or interest as specified in the related Mortgage
      File.

     

    Section
      3.16  Reports
      Filed with Securities and Exchange Commission. 

     

    (a)  (i)Within
      15
      days after each Distribution Date (subject to permitted exceptions under the
      Exchange Act), the Trustee shall, in accordance with industry standards, prepare
      and file with the Commission via the Electronic Data Gathering and Retrieval
      System (“EDGAR”), a Form 10-D, signed by the Master Servicer, with a copy of the
      Monthly Statement to be furnished by the Trustee to the Certificateholders
      for
      such Distribution Date attached thereto; provided that the Trustee shall have
      received no later than seven (7) calendar days after the related Distribution
      Date, all information required to be provided to the Trustee as described in
      clause (a)(ii) below. Any disclosure in addition to the Monthly Statement that
      is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall
      be
      reported by the parties set forth on Exhibit O to the Trustee and the Depositor
      and approved by the Depositor pursuant to the paragraph immediately below,
      and
      the Trustee will have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-D Disclosure absent such reporting
      (other than with respect to when it is the reporting party as set forth in
      Exhibit O) and approval.

     

    (ii)  (A)
      Within seven (7) calendar days after the related Distribution Date, (i) the
      parties set forth in Exhibit O shall be required to provide, pursuant to section
      3.16(a)(iv) below, to the Trustee and the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as otherwise agreed upon by
      the
      Trustee and the Depositor and such party, the form and substance of any
      Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
      Trustee has no duty under this Agreement to monitor or enforce the performance
      by the parties listed on Exhibit O of their duties under this paragraph or
      proactively solicit or procure from such parties any Additional Form 10-D
      Disclosure information. The Depositor will be responsible for any reasonable
      out-of-pocket expenses incurred by the Trustee in
      connection with including any Additional Form 10-D Disclosure on Form 10-D
      pursuant to this Section.
      

     

    (B)  After
      preparing the Form 10-D, the Trustee shall forward electronically a draft copy
      of the Form 10-D to the Depositor and the Master Servicer for review. No later
      than two (2) Business Days prior to the 15th calendar day after the related
      Distribution Date, a duly authorized officer of the Master Servicer shall sign
      the Form 10-D and return an electronic or fax copy of such signed Form 10-D
      (with an original executed hard copy to follow by overnight mail) to the
      Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form
      10-D needs to be amended, the Trustee will follow the procedures set forth
      in
      Section 3.16(a)(v). Promptly (but no later than one (1) Business Day) after
      filing with the Commission, the Trustee will make available on its internet
      website identified in Section 5.06 a final executed copy of each Form 10-D.
      The
      signing party for the Master Servicer can be contacted at 212-272-7575. Form
      10-D requires the registrant to indicate (by checking "yes" or "no") that it
      (1)
      has filed all reports required to be filed by Section 13 or 15(d) of the
      Exchange Act during the preceding 12 months (or for such shorter period that
      the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days. The Depositor shall notify the Trustee
      in writing, no later than the fifth calendar day after the related Distribution
      Date with respect to the filing of a report on Form 10-D, if the answer to
      either question should be "no." The Trustee shall be entitled to rely on the
      Depositor’s representations in Section 2.04(vi) in preparing and/or filing any
      such Form 10-D. The parties to this Agreement acknowledge that the performance
      by the Trustee of its duties under Sections 3.16(a)(i) and (v) related to the
      timely preparation and filing of Form 10-D is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under such Sections. It is understood by the parties hereto that the performance
      by the Trustee of its duties under this Section 3.16(a)(ii) related to the
      timely preparation, execution and filing of Form 10-D is also contingent upon
      the Custodian and any subservicers or subcontractors strictly observing
      deadlines no later than those set forth in this paragraph that are applicable
      to
      the parties to this Agreement in the delivery to the Trustee of any necessary
      Additional Form 10-D Disclosure pursuant to the Custodial Agreement or any
      other
      applicable agreement. The Trustee shall have no liability for any loss, expense,
      damage or claim arising out of or with respect to any failure to properly
      prepare and/or timely file such Form 10-D, where such failure results from
      the
      failure of any party hereto to deliver on a timely basis, any information needed
      by the Trustee to prepare, arrange for execution or file such Form
      10-D. 

     

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

     

    (B)  For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, (i)
      no
      later than 12:00 p.m. New York City time on the 2nd Business Day after the
      occurrence of a Reportable Event the parties set forth in Exhibit O shall be
      required pursuant to Section 3.16(a)(iv) below to provide to the Trustee and
      the
      Depositor, to the extent known, in EDGAR-compatible format, or in such other
      form as otherwise agreed upon by the Trustee and the Depositor and such party,
      the form and substance of any Form 8-K Disclosure Information, if applicable,
      and (ii) the Depositor will approve, as to form and substance, or disapprove,
      as
      the case may be, the inclusion of the Form 8-K Disclosure Information on Form
      8-K. The Trustee has no duty under this Agreement to monitor or enforce the
      performance by the other parties listed on Exhibit O of their duties under
      this
      paragraph or to proactively solicit or procure from such parties any Additional
      Form 8-K Disclosure Information. The Depositor will be responsible for any
      reasonable out-of-pocket expenses incurred by the Trustee in connection with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      Section. 

     

    (C)  After
      preparing the Form 8-K, the Trustee shall forward electronically a draft copy
      of
      the Form 8-K to the Depositor and the Master Servicer for review. No later
      than
      the end of business New York City time on the 3rd Business Day after the
      Reportable Event, a duly authorized officer of the Master Servicer shall sign
      the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
      an original executed hard copy to follow by overnight mail) to the Trustee.
      If a
      Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
      be
      amended, the Trustee will follow the procedures set forth in Section 3.16(a)(v).
      Promptly (but no later than one (1) Business Day) after filing with the
      Commission, the Trustee will, make available on its internet website identified
      in Section 5.06 a final executed copy of each Form 8-K. The signing party for
      the Master Servicer can be contacted at 212-272-7575. The parties to this
      Agreement acknowledge that the performance by the Trustee of its duties under
      this Section 3.16(a)(iii) related to the timely preparation and filing of Form
      8-K is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 3.16(a)(iii). It is
      understood by the parties hereto that the performance by the Trustee of its
      duties under this Section 3.16(a)(iii) related to the timely preparation,
      execution and filing of Form 8-K is also contingent upon the Custodian and
      any
      subservicers or subcontractors strictly observing deadlines no later than those
      set forth in this paragraph that are applicable to the parties to this Agreement
      in the delivery to the Trustee of any necessary Form 8-K Disclosure Information
      pursuant to the Custodial Agreement or any other applicable agreement. The
      Trustee shall have no liability for any loss, expense, damage or claim arising
      out of or with respect to any failure to properly prepare and/or timely file
      such Form 8-K, where such failure results from the failure of any party hereto
      to deliver on a timely basis, any information needed by the Trustee to prepare,
      arrange for execution or file such Form 8-K. 

     

    (D)  On
      or
      prior to the 90th day after the end of each fiscal year of the Trust or such
      earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
      (it being understood that the fiscal year for the Trust ends on December 31st
      of
      each year), commencing in March 2008, the Trustee shall prepare and file on
      behalf of the Trust a Form 10-K, in form and substance as required by the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Trustee within the applicable
      time frames set forth in this Agreement, (I) an Annual Statement of Compliance
      for the Trustee, Master Servicer and any subservicer, as described under Section
      3.13, (II)(A) the Assessment of Compliance with Servicing Criteria for the
      Master Servicer and each subservicer and subcontractor participating in the
      servicing function, the Trustee and the Custodian, as described under Section
      3.14, and (B) if the Assessment of Compliance of the Master Servicer, the
      Trustee or the Custodian described under Section 3.14 identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if the Assessment of Compliance of the Master Servicer, the
      Trustee or the Custodian described under Section 3.14 is not included as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, (III)(A) the registered public
      accounting firm Attestation Report for the Master Servicer, the Trustee and
      the
      Custodian, as described under Section 3.14, and (B) if any registered public
      accounting firm Attestation Report described under Section 3.14 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such registered public accounting firm Attestation
      Report is not included as an exhibit to such Form 10-K, disclosure that such
      report is not included and an explanation why such report is not included,
      and
      (IV) a Sarbanes-Oxley Certification (“Sarbanes-Oxley Certification”) as
      described in this Section 3.16 (a)(iii)(D) below. Any disclosure or information
      in addition to (I) through (IV) above that is required to be included on Form
      10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set
      forth on Exhibit O to the Trustee and the Depositor and, pursuant to the
      paragraph immediately below, approved by the Depositor, and the Trustee will
      have no duty or liability for any failure hereunder to determine or prepare
      any
      Additional Form 10-K Disclosure absent such reporting (other than with respect
      to when it is the reporting party as set forth in Exhibit O) and
      approval.

     

    (E)  No
      later
      than March 15th of each year that the Trust is subject to the Exchange Act
      reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit
      O shall be required to provide pursuant to Section 3.16(a)(iv) below to the
      Trustee and the Depositor, to the extent known, in EDGAR-compatible format,
      or
      in such other format as otherwise agreed upon by the Trustee and the Depositor
      and such party, the form and substance of any Additional Form 10-K Disclosure,
      if applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-K
      Disclosure on Form 10-K. The Trustee has no duty under this Agreement to monitor
      or enforce the performance by the other parties listed on Exhibit O of their
      duties under this paragraph or to proactively solicit or procure from such
      parties any Additional Form 10-K Disclosure information. The Depositor will
      be
      responsible for any reasonable out-of-pocket expenses incurred by the Trustee
      in
      connection with including any Form 10-K Disclosure Information on Form 10-K
      pursuant to this Section.

     

    (F)  After
      preparing the Form 10-K, the Trustee shall forward electronically a draft copy
      of the Form 10-K to the Depositor and the Master Servicer for review. Form
      10-K
      requires the registrant to indicate (by checking "yes" or "no") that it (1)
      has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days. The Depositor shall notify the Trustee
      in writing, no later than the fifteenth calendar day of March in any year in
      which the Trust is subject to the reporting requirements of the Exchange Act,
      if
      the answer to either question should be "no." The Trustee shall be entitled
      to
      rely on the Depositor’s representations in Section 2.04(vi) in preparing and/or
      filing any such Form 10-K. No
      later
      than 12:00 p.m. New York City time on the 4th Business Day prior to the 10-K
      Filing Deadline, a senior officer of the Master Servicer in charge of the
      servicing function shall sign the Form 10-K and return an electronic or fax
      copy
      of such signed Form 10-K (with an original executed hard copy to follow by
      overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if
      a
      previously filed Form 10-K needs to be amended, the Trustee will follow the
      procedures set forth in Section 3.16(a)(v). Promptly (but no later than one
      (1)
      Business Day) after filing with the Commission, the Trustee will make available
      on its internet website identified in Section 5.06 a final executed copy of
      each
      Form 10-K. The signing party for the Master Servicer can be contacted at
      212-272-7575. The parties to this Agreement acknowledge that the performance
      by
      the Trustee of its duties under Section 3.16(a)(iv) related to the timely
      preparation and filing of Form 10-K is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      Section 3.13 and Section 3.14. It is understood by the parties hereto that
      the
      performance by the Trustee of its duties under this Section 3.16(a)(iii) related
      to the timely preparation, execution and filing of Form 10-K is also contingent
      upon the Custodian and any subservicer or subcontractor strictly observing
      deadlines no later than those set forth in this paragraph that are applicable
      to
      the parties to this Agreement in the delivery to the Trustee of any necessary
      Additional Form 10-K Disclosure, any annual statement of compliance and any
      assessment of compliance and attestation pursuant to the Custodial Agreement
      or
      any other applicable agreement. The Trustee shall have no liability for any
      loss, expense, damage or claim arising out of or with respect to any failure
      to
      properly prepare and/or timely file such Form 10-K, where such failure results
      from the failure of any party hereto to deliver on a timely basis, any
      information needed by the Trustee to prepare, arrange for execution or file
      such
      Form 10-K. 

     

    (G)  Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley Certification”) required
      to be included therewith pursuant to the Sarbanes-Oxley Act. The Trustee shall,
      and the Master Servicer shall cause any subservicer or subcontractor engaged
      by
      it to, provide to the Person who signs the Sarbanes-Oxley Certification (the
      “Certifying Person”), by March 15 of each year in which the Trust is subject to
      the reporting requirements of the Exchange Act and otherwise within a reasonable
      period of time upon request, a certification (each, a “Back-Up Certification”),
      in the form attached hereto as Exhibit K, upon which the Certifying Person,
      the
      entity for which the Certifying Person acts as an officer, and such entity’s
      officers, directors and Affiliates (collectively with the Certifying Person,
      “Certification Parties”) can reasonably rely; provided, however, that the
      Trustee shall not be required to undertake an analysis of any accountant’s
      report attached as an exhibit to the Form 10-K. The senior officer of the Master
      Servicer shall serve as the Certifying Person on behalf of the Trust. Such
      officer of the Certifying Person can be contacted at 212-272-7575. 

     

    In
      the
      event the Trustee is terminated or resigns pursuant to the terms of this
      Agreement or any subcontractor or subservicer is terminated pursuant to the
      related servicing agreement, the Trustee, subcontractor or subservicer, as
      applicable, shall provide a Back-Up Certification to the Certifying Person
      pursuant to this Section 3.16(a)(iii) with respect to the period of time it
      was
      subject to this Agreement or the related servicing agreement, as
      applicable.

     

    (iv)  With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund in the form attached hereto as Exhibit
      P, the Trustee’s obligation to include such Additional Information in the
      applicable Exchange Act report is subject to receipt from the entity that is
      indicated in Exhibit O as the responsible party for providing that information,
      if other than the Trustee, as and when required as described in Section
      3.16(a)(i) through (iii) above. Each of the Master Servicer, Seller, and
      Depositor hereby agree to notify and provide (to the extent known) to the
      Trustee and the Depositor all Additional Disclosure relating to the Trust Fund,
      with respect to which such party is indicated in Exhibit O as the responsible
      party for providing that information. Within
      five Business Days prior to each Distribution Date occurring in any year that
      the Trust is subject to the Exchange Act reporting requirements, the Depositor
      shall make available to the Trustee the Significance Estimate and the Trustee
      shall use such information to calculate the Significance Percentage.
The
      Trustee shall provide the Significance Percentage to the Depositor by the later
      of the Distribution Date or three (3) Business Days after the receipt of the
      Significance Estimate from the Depositor. If the Significance Percentage meets
      either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of
      Regulation AB, the Trustee shall deliver written notification to the Depositor
      and the Swap Provider to that effect. The
      Trustee shall request from the Depositor and the Depositor shall deliver to
      the
      Trustee any information that the Swap Provider delivered to the Depositor as
      required under Regulation AB, to the extent required under the Swap Agreement.
      The Depositor shall be obligated to provide to the Trustee (no later than,
      in
      the case of Form 10-D, the seventh calendar day after the Distribution Date
      and
      in the case of Form 10-K, March 15th
      in any
      year in which a Form 10-K is filed for the Trust) any information that may
      be
      required to be included in any Form 10-D, Form 8-K or Form 10-K or written
      notification instructing the Trustee that such Additional Disclosure regarding
      the Swap Provider is not necessary for such Distribution Date. The
      Master Servicer shall be responsible for determining the pool concentration
      applicable to any subservicer or originator at any time.

     

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


     

    (B)  In
      the
      event that the Trustee is unable to timely file with the Commission all or
      any
      required portion of any Forms 8-K, 10-D or 10-K required to be filed by this
      Agreement because required disclosure information was either not delivered
      to it
      or delivered to it after the delivery deadlines set forth in this Agreement
      or
      for any other reason, the Trustee will immediately notify the Depositor and
      the
      Master Servicer. In the case of Forms 10-D and 10-K, the Depositor, Master
      Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a
      10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act.
      In
      the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K
      Disclosure Information and upon the approval and direction of the Depositor,
      include such disclosure information on the next Form 10-D. In the event that
      any
      previously filed Forms 8-K, 10-D or 10-K needs to be amended, the Trustee will
      notify the Depositor and the Master Servicer and such parties will cooperate
      to
      prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
      any
      amendment to Forms 8-K, 10-D or 10-K shall be signed by a senior officer of
      the
      Master Servicer. The Depositor and Master Servicer acknowledge that the
      performance by the Trustee of its duties under this Section 3.16(a)(vi) related
      to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
      to Forms 8-K, 10-D or 10-K is contingent upon the Master Servicer and the
      Depositor performing their duties under this Section. The Trustee shall have
      no
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare and/or timely file any such Form 15, Form 12b-25
      or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
      the failure of any party hereto to deliver on a timely basis, any information
      needed by the Trustee to prepare, arrange for execution or file such Form 15,
      Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K.

     

    The
      Depositor agrees to promptly furnish to the Trustee, from time to time upon
      request, such further information, reports and financial statements within
      its
      control related to this Agreement and the Mortgage Loans as the Trustee
      reasonably deems appropriate to prepare and file all necessary reports with
      the
      Commission. The Trustee shall have no responsibility to file any items other
      than those specified in this Section 3.16; provided, however, the Trustee shall
      cooperate with the Depositor in connection with any additional filings with
      respect to the Trust Fund as the Depositor deems necessary under the Exchange
      Act. Copies of all reports filed by the Trustee under the Exchange Act shall
      be
      sent to: the Depositor c/o Bear, Stearns & Co. Inc., Attn: Managing Director
      Analysis and Control, One Metrotech Center North, Brooklyn, New York 11202-3859.
      Fees and expenses incurred by the Trustee in connection with this Section 3.16
      shall not be reimbursable from the Trust Fund.

     

    (b)  The
      Trustee shall indemnify and hold harmless, the Depositor and the Master Servicer
      and each of its officers, directors and affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses arising out of or based
      upon a breach of the Trustee’s obligations under Sections 3.13, 3.14 and 3.16 or
      the Trustee’s negligence, bad faith or willful misconduct in connection
      therewith. In addition, the Trustee shall indemnify and hold harmless the
      Depositor and the Master Servicer and each of their officers, directors and
      affiliates from and against any losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments and other
      costs
      and expenses arising out of or based upon (i) any untrue statement or alleged
      untrue statement of any material fact contained in any Back-Up Certification,
      the Annual Statement of Compliance, the Assessment of Compliance, any Additional
      Disclosure or other information provided by the Trustee pursuant to Section
      3.13, 3.14 and 3.16 (the “Trustee Information”), or (ii) the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances in
      which
      they were made, not misleading; provided, by way of clarification, that clause
      (ii) of this paragraph shall be construed solely by reference to the Trustee
      Information and not to any other information communicated in connection with
      the
      Certificates, without regard to whether the Trustee Information or any portion
      thereof is presented together with or separately from such other
      information.

     

    (c)  The
      Depositor shall indemnify and hold harmless the Trustee and its officers,
      directors and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses arising out of or based upon a breach of the
      obligations of the Depositor under Section 3.13, Section 3.14 and Section 3.16
      or the Depositor’s negligence, bad faith or willful misconduct in connection
      therewith. In addition, the Depositor shall indemnify and hold harmless the
      Trustee and each of its officers, directors and affiliates from and against
      any
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses arising out
      of or
      based upon (i) any untrue statement or alleged untrue statement of any material
      fact contained in any Additional Disclosure or other information provided by
      the
      Depositor pursuant to Section 3.16 (the “Depositor Information”), or (ii) the
      omission or alleged omission to state therein a material fact required to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances in which they were made, not misleading; provided, by way of
      clarification, that clause (ii) of this paragraph shall be construed solely
      by
      reference to the Depositor Information and not to any other information
      communicated in connection with the Certificates, without regard to whether
      the
      Depositor Information or any portion thereof is presented together with or
      separately from such other information.

     

    (d)  The
      Master Servicer shall indemnify and hold harmless the Trustee and the Depositor
      and their respective officers, directors and affiliates from and against any
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses arising out
      of or
      based upon a breach of the obligations of the Master Servicer under Section
      3.13, Section 3.14 and Section 3.16 or the Master Servicer’s negligence, bad
      faith or willful misconduct in connection therewith. In addition, the Master
      Servicer shall indemnify and hold harmless the Trustee and the Depositor and
      each of its officers, directors and affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses arising out of or based
      upon (i) any untrue statement or alleged untrue statement of any material fact
      contained in any Sarbanes-Oxley Certification, the Annual Statement of
      Compliance, the Assessment of Compliance, any Additional Disclosure or other
      information provided by the Master Servicer pursuant to Section 3.13, 3.14
      and
      3.16 (the “Master Servicer Information”), or (ii) the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances in
      which
      they were made, not misleading; provided, by way of clarification, that clause
      (ii) of this paragraph shall be construed solely by reference to the Master
      Servicer Information and not to any other information communicated in connection
      with the Certificates, without regard to whether the Master Servicer Information
      or any portion thereof is presented together with or separately from such other
      information.

     

    If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Master Servicer, the Depositor or the Trustee, as applicable,
      then
      the defaulting party, in connection with a breach of its respective obligations
      under Section 3.13, Section 3.14 and Section 3.16 or its respective negligence,
      bad faith or willful misconduct in connection therewith, agrees that it shall
      contribute to the amount paid or payable by the other parties as a result of
      the
      losses, claims, damages or liabilities of the other party in such proportion
      as
      is appropriate to reflect the relative fault and the relative benefit of the
      respective parties.

     

    (e)  Nothing
      shall be construed from the foregoing subsections (a), (b) and (c) to require
      the Trustee or any officer, director or Affiliate thereof to sign any Form
      10-K
      or any certification contained therein. Furthermore, the inability of the
      Trustee to file a Form 10-K as a result of the lack of required information
      as
      set forth in Section 3.16(a) or required signatures on such Form 10-K or any
      certification contained therein shall not be regarded as a breach by the Trustee
      of any obligation under this Agreement.

     

    (f)  Notwithstanding
      the provisions of Section 11.01, this Section 3.16 may be amended without the
      consent of the Certificateholders.

     

    Section
      3.17  Intention
      of the Parties and Interpretation. 

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14
      and
      3.16 of this Agreement is to facilitate compliance by the Seller and the
      Depositor with the provisions of Regulation AB. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with reasonable requests made by the Seller, the Trustee
      or
      the Depositor for delivery of additional or different information as the Seller,
      the Trustee or the Depositor may determine in good faith is necessary to comply
      with the provisions of Regulation AB, and (d) no amendment of this Agreement
      shall be required to effect any such changes in the parties’ obligations as are
      necessary to accommodate evolving interpretations of the provisions of
      Regulation AB.

     

    Section
      3.18  UCC. 

     

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

     

    Section
      3.19  Optional
      Purchase of Certain Mortgage Loans. 

     

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

     

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

     

    Section
      3.20  Obligations
      of the Master Servicer in Respect of Mortgage Rates and Scheduled
      Payments. 

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Scheduled Payments or Stated Principal Balances that were made by the Master
      Servicer in a manner not consistent with the terms of the related Mortgage
      Note
      and this Agreement, the Master Servicer, upon discovery or receipt of notice
      thereof, immediately shall deliver to the Trustee for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
      and
      any Successor Master Servicer in respect of any such liability. Such indemnities
      shall survive the termination or discharge of this Agreement. Notwithstanding
      the foregoing, this Section 3.20 shall not limit the ability of the Master
      Servicer to seek recovery of any such amounts from the related Mortgagor under
      the terms of the related Mortgage Note and Mortgage, to the extent permitted
      by
      applicable law.

     

    Section
      3.21  Reserve
      Fund; Payments to and from Swap Administrator; Supplemental Interest
      Trust. 

     

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

     

    (b)  On
      or
      before the Closing Date, the Trustee shall establish a Reserve Fund on behalf
      of
      the Holders of the Certificates. On the Closing Date, the Depositor shall cause
      an amount equal to the Reserve Fund Deposit to be deposited into the Reserve
      Fund. The Reserve Fund must be an Eligible Account. The Reserve Fund shall
      be
      entitled “Reserve Fund, LaSalle Bank National Association as Trustee for the
      benefit of holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
      Certificates, Series 2007-AQ2”. The Trustee shall deposit in the Reserve Fund
      all payments received from the Swap Administrator that are payable to the Trust
      Fund pursuant to the Swap Administration Agreement. On each Distribution Date
      the Trustee shall remit such amounts received from the Swap Administrator to
      the
      Holders of the Class A Certificates and Class M Certificates in the manner
      provided in clause (d) below. In addition, on each Distribution Date as to
      which
      there is a Basis Risk Shortfall Carry Forward Amount payable to any Class of
      Class A Certificates and/or Class M Certificates, the Trustee shall deposit
      the
      amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(3)
      into
      the Reserve Fund, and the Trustee has been directed by the Class CE
      Certificateholder to distribute any amounts then on deposit in the Reserve
      Fund
      to the Holders of the Class A and/or Class M Certificates in respect of the
      Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities
      set forth in clauses (C) and (D) of Section 5.04(a)(3). Any amount paid to
      the
      Holders of Class A Certificates and/or Class M Certificates from amounts
      distributable pursuant to clauses (C) and (D) of Section 5.04(a)(3) pursuant
      to
      the preceding sentence in respect of Basis Risk Shortfall Carry Forward Amounts
      shall be treated as distributed to the Class CE Certificateholder in respect
      of
      the Class CE Certificates and paid by the Class CE Certificateholder to the
      Holders of the Class A Certificates and/or Class M Certificates. Any payments
      to
      the Holders of the Class A Certificates and/or Class M Certificates in respect
      of Basis Risk Shortfall Carry Forward Amounts, whether pursuant to the second
      preceding sentence or pursuant to clause (d) below, shall not be payments with
      respect to a Regular Interest in a REMIC within the meaning of Section
      860G(a)(1) of the Code.

     

    (c)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event and other than to the extent
      already paid by the Swap Administrator on behalf of the Supplemental Interest
      Trust Trustee from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Supplemental
      Interest Trust Trustee) payable by the Swap Administrator, on behalf of the
      Supplemental Interest Trust Trustee, to the Swap Provider pursuant to the Swap
      Agreement shall be deducted from Interest Funds, and to the extent of any such
      remaining amounts due, from Principal Funds, prior to any distributions to
      the
      Certificateholders. On or before each Distribution Date, such amounts shall
      be
      remitted to the Swap Administrator, and deposited into the Swap Account, first
      to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap
      Agreement for such Distribution Date and for prior Distribution Dates, if any,
      and second to make any Swap Termination Payment (not due to a Swap Provider
      Trigger Event and other than to the extent already paid by the Swap
      Administrator on behalf of the Supplemental Interest Trust Trustee from any
      upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee)
      owed to the Swap Provider pursuant to the Swap Agreement for such Distribution
      Date and for prior Distribution Dates, if any. For federal income tax purposes,
      such amounts paid to the Supplemental Interest Trust on each Distribution Date
      shall first be deemed paid to the Supplemental Interest Trust in respect of
      REMIC VI Regular Interest IO to the extent of the amount distributable on such
      REMIC VI Regular Interest IO on such Distribution Date, and any remaining amount
      shall be deemed paid to the Supplemental Interest Trust in respect of a Class
      IO
      Distribution Amount. Any Swap Termination Payment triggered by a Swap Provider
      Trigger Event owed to the Swap Provider pursuant to the Swap Agreement will
      be
      subordinated to distributions to the Holders of the Class A Certificates and
      Class M Certificates and shall be paid as set forth under Section 5.04(a)(3).
      In
      addition, the Swap Administrator shall remit to the Swap Provider any Swap
      Optional Termination Payment paid as part of the Mortgage Loan Purchase Price
      and remitted to the Supplemental Interest Trust pursuant to Section
      10.01.

     

    (d)  On
      or
      before each Distribution Date, Net Swap Payments payable by the Swap Provider
      pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
      Supplemental Interest Trust Trustee, will be deposited by the Swap
      Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
      into
      the Swap Account pursuant to the Swap Administration Agreement. The Swap
      Administrator shall, to the extent provided in the Swap Administration
      Agreement, remit amounts on deposit in the Swap Account to the Trustee for
      deposit into the Reserve Fund. On each Distribution Date, to the extent
      required, the Trustee shall withdraw such amounts from the Reserve Fund to
      distribute to the Class A Certificates and Class M Certificates in the following
      order of priority:

     

    (i)  first,
      to each
      Class of Class A Certificates, on a pro
      rata
      basis,
      to pay Current Interest and any Interest Carry Forward Amount to the extent
      due
      to the interest portion of a Realized Loss, in each case to the extent not
      fully
      paid pursuant to Section 5.04(a)(1);

     

    (ii)  second,
      sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class
      M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order, to pay
      Current Interest to the extent not fully paid pursuant to Section 5.04(a)(1)
      and
      any Interest Carry Forward Amount, in each case to the extent due to the
      interest portion of a Realized Loss;

     

    (iii)  third,
      to pay
      first, to each Class of Class A Certificates, on a pro
      rata
      basis,
      based on the amount of Basis Risk Shortfall Carry Forward Amount for each such
      Class, and second, sequentially to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates,
      in
      that order, any Basis Risk Shortfall Carry Forward Amounts for such Distribution
      Date; and

     

    (iv)  fourth,
      to pay
      as principal to the Class A Certificates and Class M Certificates to be applied
      as part of the Extra Principal Distribution Amount payable under Section
      5.04(a)(2) to the extent that the Overcollateralization Amount is reduced below
      the Overcollateralization Target Amount, as a result of Realized Losses and
      to
      the extent not paid by Excess Spread pursuant to Section 5.04(a)(3) for such
      Distribution Date. For the avoidance of doubt, any amounts distributable
      pursuant to this clause (iv) shall be limited to rebuilding
      overcollateralization to the extent overcollateralization has been reduced
      through Realized Losses.

     

    (e)  The
      Reserve Fund is an “outside reserve fund” within the meaning of Treasury
      Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
      not
      an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
      owner of the Reserve Fund. The Majority Class CE Certificateholder shall be
      the
      beneficial owner of the Reserve Fund, subject to the power of the Trustee to
      transfer amounts under Section 5.04. Amounts in the Reserve Fund shall, at
      the
      direction of the Majority Class CE Certificateholder, be invested in Permitted
      Investments that mature no later than the Business Day prior to the next
      succeeding Distribution Date. All net income and gain from such investments
      shall be distributed to the Majority Class CE Certificateholder, not as a
      distribution in respect of any interest in any REMIC, on such Distribution
      Date.
      In the absence of written instructions to the Trustee, amounts on deposit in
      the
      Reserve Fund shall remain uninvested. All amounts earned on amounts on deposit
      in the Reserve Fund shall be taxable to the Majority Class CE Certificateholder.
      Any losses on such investments shall be deposited in the Reserve Fund by the
      Majority Class CE Certificateholder out of its own funds immediately as
      realized. The Swap Account, which is created and maintained by the Swap
      Administrator pursuant to the Swap Administration Agreement, is an “outside
      reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and
      shall not be an asset of any REMIC created hereunder. The beneficial owner
      of
      the Swap Account is identified, and other matters relating to the Swap Account
      are addressed, in the Swap Administration Agreement.

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.22  Tax
      Treatment of Class IO Distribution Amounts in the Event of Resecuritization
      of
      Class A Certificates or Class M Certificates. 

     

    In
      the
      event that any Class A Certificate or Class M Certificate is resecuritized
      in a
      REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i)
      payments on the REMIC III Regular Interest corresponding to such Class A
      Certificate or Class M Certificate shall, for the avoidance of doubt, be deemed
      to include the related Class IO Distribution Amount, and (ii) to the extent
      provided in the operative documents for the Resecuritization REMIC, (a) payments
      on the “regular interests” issued by the Resecuritization REMIC shall be deemed
      to include in the aggregate such Class IO Distribution Amount, and (b) such
      Class IO Distribution Amount shall be deemed paid to the holder of the Class
      CE
      Certificates pursuant to a notional principal contract entered into by the
      holders of one or more “regular interests” issued by the Resecuritization REMIC
      (“Resecuritization Holders”) and the Holder of the Class CE Certificates. In
      such event, Class IO Distribution Amounts deemed paid by Resecuritization
      Holders under clause (b) of the immediately preceding sentence shall be paid
      on
      behalf of such holders pursuant to Section 3.21(c) hereof..

     

    Section
      3.23  Advancing
      Facility. 

     

    (a)  The
      Master Servicer and/or the Trustee on behalf of the Trust Fund, in either case,
      with the consent of the Master Servicer in the case of the Trustee and, in
      each
      case, with notice to the Rating Agency, is hereby authorized to enter into
      a
      facility (the “Advancing Facility”) with any Person which provides that such
      Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to
      the Trust Fund under this Agreement, although no such facility shall reduce
      or
      otherwise affect the Master Servicer’s obligation to fund such Advances and/or
      Servicing Advances. If the Master Servicer enters into such an Advancing
      Facility pursuant to this Section 3.23, upon reasonable request of the Advancing
      Person, the Trustee shall execute a letter of acknowledgment, confirming its
      receipt of notice of the existence of such Advancing Facility. To the extent
      that an Advancing Person funds any Advance or any Servicing Advance and provides
      the Trustee with notice acknowledged by the Master Servicer that such Advancing
      Person is entitled to reimbursement, such Advancing Person shall be entitled
      to
      receive reimbursement pursuant to this Agreement for such amount to the extent
      provided in Section 3.23(b). Such notice from the Advancing Person must specify
      the amount of the reimbursement, the Section of this Agreement that permits
      the
      applicable Advance or Servicing Advance to be reimbursed and the section(s)
      of
      the Advancing Facility that entitle the Advancing Person to request
      reimbursement from the Trustee, rather than the Master Servicer, and include
      the
      Master Servicer’s acknowledgment thereto or proof of an Event of Default under
      the Advancing Facility. The Trustee shall have no duty or liability with respect
      to any calculation of any reimbursement to be paid to an Advancing Person and
      shall be entitled to rely without independent investigation on the Advancing
      Person’s notice provided pursuant to this Section 3.23. An Advancing Person
      whose obligations hereunder are limited to the funding of Advances and/or
      Servicing Advances shall not be required to meet the qualifications of a Master
      Servicer or a subservicer pursuant to Section 8.02 hereof and will not be deemed
      to be a subservicer under this Agreement.

     

    (b)  If
      an
      Advancing Facility is entered into, then the Master Servicer shall not be
      permitted to reimburse itself therefor under Section 4.02(a)(ii), Section
      4.02(a)(iii) and Section 4.02(a)(v) prior to the remittance to the Trust Fund,
      but instead the Master Servicer shall include such amounts in the applicable
      remittance to the Trustee made pursuant to Section 4.02. The Trustee is hereby
      authorized to pay to the Advancing Person, reimbursements for Advances and
      Servicing Advances from the Distribution Account to the same extent the Master
      Servicer would have been permitted to reimburse itself for such Advances and/or
      Servicing Advances in accordance with Section 4.02(a)(ii), Section 4.02(a)(iii)
      or Section 4.02(a)(v), as the case may be, had the Master Servicer itself funded
      such Advance or Servicing Advance. The Trustee is hereby authorized to pay
      directly to the Advancing Person such portion of the Servicing Fee as the
      parties to any advancing facility agree.

     

    (c)  All
      Advances and Servicing Advances made pursuant to the terms of this Agreement
      shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
      basis.

     

    (d)  Any
      amendment to this Section 3.23 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advancing Facility
      as
      described generally in this Section 3.23, including amendments to add provisions
      relating to a Successor Master Servicer, may be entered into by the Trustee
      and
      the Master Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement.

     

     

     

    ARTICLE
      IV


    ACCOUNTS

     

    Section
      4.01  Collection
      of Mortgage Loan Payments; Protected Account. 

     

    (a)  The
      Master Servicer shall make reasonable efforts in accordance with customary
      and
      usual standards of practice of prudent mortgage lenders in the respective states
      in which the Mortgaged Properties are located to collect all payments called
      for
      under the terms and provisions of the Mortgage Loans to the extent such
      procedures shall be consistent with this Agreement and the terms and provisions
      of any related Required Insurance Policy. Consistent with the foregoing, the
      Master Servicer may in its discretion (i) waive any late payment charge and
      (ii)
      extend the due dates for payments due on a Mortgage Note for a period not
      greater than 125 days. In the event of any such arrangement, the Master Servicer
      shall make Advances on the related Mortgage Loan during the scheduled period
      in
      accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements, and shall be entitled
      to
      reimbursement therefor in accordance with Section 5.01. The Master Servicer
      shall not be required to institute or join in litigation with respect to
      collection of any payment (whether under a Mortgage, Mortgage Note or otherwise
      or against any public or governmental authority with respect to a taking or
      condemnation) if it reasonably believes that enforcing the provision of the
      Mortgage or other instrument pursuant to which such payment is required is
      prohibited by applicable law. In
      addition, if (x) a Mortgage Loan is in default or default is reasonably
      foreseeable, the Master Servicer may also waive, modify or vary any term of
      any
      Mortgage Loan or consent to the postponement of strict compliance with any
      such
      term or in any manner grant indulgence to any mortgagor, including without
      limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding
      such amount to the outstanding principal balance of the Mortgage Loan, (2)
      defer
      such amounts to a later date or the final payment date of such Mortgage Loan,
      (3) extend the maturity of any such Mortgage Loan, but in no instance past
      the
      date on which the final payment is due on the latest maturing Mortgage Loan
      as
      of the Cut-off Date, and/or (4) reduce the related Mortgage Rate (subject to
      clause (y) below), provided that, in the Master Servicer’s determination, such
      waiver, modification, postponement or indulgence is not materially adverse
      to
      the interests of the Certificateholders (taking into account any estimated
      Realized Loss that might result absent such action),
      or (y)
      the Master Servicer delivers to the Trustee a certification addressed to the
      Trustee, based on the advice of counsel or certified public accountants, in
      either case, that have a national reputation with respect to taxation of REMICs,
      that a modification of such Mortgage Loan will not result in the imposition
      of
      taxes on or disqualify from REMIC status any of REMIC I, REMIC II, REMIC III,
      REMIC IV, REMIC V or REMIC VI, the Master Servicer may, (A) amend the related
      Mortgage Note to reduce the Mortgage Rate applicable thereto, provided that
      such
      reduced Mortgage Rate shall in no event be lower than 5.00% with respect to
      any
      Mortgage Loan and (B) amend any Mortgage Note to extend the maturity
      thereof.

     

    (b)  The
      Master Servicer shall not waive (or permit a sub-servicer to waive) any
      Prepayment Charge unless: (i) the enforceability thereof shall have been limited
      by bankruptcy, insolvency, moratorium, receivership and other similar laws
      relating to creditors’ rights generally, (ii) the enforcement thereof is
      illegal, or any local, state or federal agency has threatened legal action
      if
      the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated
      in connection with a foreclosure or other involuntary payment or (iv) such
      waiver is standard and customary in servicing similar Mortgage Loans and relates
      to a default or a reasonably foreseeable default and would, in the reasonable
      judgment of the Master Servicer, maximize recovery of total proceeds taking
      into
      account the value of such Prepayment Charge and the related Mortgage Loan.
      If
      a
      Prepayment Charge is waived, but does not meet the standards described above,
      then the Master Servicer is required to pay the amount of such waived Prepayment
      Charge, for the benefit of the Class P Certificates, by remitting such amount
      to
      the Trustee by the Distribution Account Deposit Date.

     

    (c)  The
      Master Servicer shall establish and maintain a Protected Account (which shall
      at
      all times be an Eligible Account) with a depository institution in the name
      of
      the Master Servicer for the benefit of the Trustee on behalf of the
      Certificateholders and designated “EMC Mortgage Corporation, as Master Servicer,
      for the benefit of LaSalle Bank National Association, in trust for registered
      Holders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
      Certificates, Series 2007-AQ2”. The Master Servicer shall deposit or cause to be
      deposited into the Protected Account on a daily basis within two Business Days
      of receipt and identification, except as otherwise specifically provided herein,
      the following payments and collections remitted by subservicers or received
      by
      it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than
      in respect of principal and interest due on the Mortgage Loans on or before
      the
      Cut-off Date) and the following amounts required to be deposited
      hereunder:

     

    (i)  all
      payments on account of principal, including Principal Prepayments, on the
      Mortgage Loans;

     

    (ii)  all
      payments on account of interest on the Mortgage Loans net of the Servicing
      Fee
      permitted under Section 3.10 and LPMI Fees, if any;

     

    (iii)  all
      Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds, other than
      proceeds to be applied to the restoration or repair of the Mortgaged Property
      or
      released to the Mortgagor in accordance with the Master Servicer’s normal
      servicing procedures;

     

    (iv)  any
      amount required to be deposited by the Master Servicer pursuant to Section
      4.01(c) in connection with any losses on Permitted Investments;

     

    (v)  any
      amounts required to be deposited by the Master Servicer pursuant to Section
      3.05;

     

    (vi)  any
      Prepayment Charges collected on the Mortgage Loans; and

     

    (vii)  any
      other
      amounts required to be deposited hereunder.

     

    The
      foregoing requirements for remittance by the Master Servicer into the Protected
      Account shall be exclusive, it being understood and agreed that, without
      limiting the generality of the foregoing, payments in the nature of late payment
      charges or assumption fees, if collected, need not be remitted by the Master
      Servicer. In the event that the Master Servicer shall remit any amount not
      required to be remitted and not otherwise subject to withdrawal pursuant to
      Section 4.02, it may at any time withdraw or direct the institution maintaining
      the Protected Account, to withdraw such amount from the Protected Account,
      any
      provision herein to the contrary notwithstanding. Such withdrawal or direction
      may be accomplished by delivering written notice thereof to the institution
      maintaining the Protected Account, that describes the amounts deposited in
      error
      in the Protected Account. The Master Servicer shall maintain adequate records
      with respect to all withdrawals made pursuant to this Section. Reconciliations
      will be prepared for the Protected Account within 45 calendar days after the
      bank statement cut-off date. All funds deposited in the Protected Account shall
      be held in trust for the Certificateholders until withdrawn in accordance with
      Section 4.02.

     

    (d)  The
      institution that maintains the Protected Account shall invest the funds in
      the
      Protected Account, in the manner directed by the Master Servicer, in Permitted
      Investments which shall mature not later than the Distribution Account Deposit
      Date and shall not be sold or disposed of prior to its maturity. All such
      Permitted Investments shall be made in the name of the Trustee, for the benefit
      of the Certificateholders. All income and gain net of any losses realized from
      any such investment shall be for the benefit of the Master Servicer as servicing
      compensation and shall be remitted to it monthly as provided herein. The amount
      of any losses incurred in the Protected Account in respect of any such
      investments shall be deposited by the Master Servicer into the Protected
      Account, out of the Master Servicer’s own funds.

     

    (e)  The
      Master Servicer shall give at least 30 days advance notice to the Trustee,
      the
      Sellers, each Rating Agency and the Depositor of any proposed change of location
      of the Protected Account prior to any change thereof.

     

    Section
      4.02  Permitted
      Withdrawals From the Protected Account. 

     

    (a)  The
      Master Servicer may from time to time make withdrawals from the Protected
      Account for the following purposes:

     

    (i)  to
      pay
      itself (to the extent not previously paid to or withheld by the Master
      Servicer), as servicing compensation in accordance with Section 3.10, that
      portion of any payment of interest that equals the Servicing Fee for the period
      with respect to which such interest payment was made, and, as additional
      servicing compensation, those other amounts set forth in Section
      3.10;

     

    (ii)  to
      reimburse the Master Servicer for Advances made by it with respect to the
      related Mortgage Loans; provided, however, that the Master Servicer’s right of
      reimbursement pursuant to this subclause (ii) shall be limited to amounts
      received on particular Mortgage Loan(s) (including, for this purpose,
      Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) that
      represent late recoveries of payments of principal and/or interest on such
      particular Mortgage Loan(s) in respect of which any such Advance was
      made;

     

    (iii)  to
      reimburse the Master Servicer for any previously made portion of a Servicing
      Advance or an Advance made by the Master Servicer that, in the good faith
      judgment of the Master Servicer, will not be ultimately recoverable by it from
      the related Mortgagor, any related Liquidation Proceeds, Insurance Proceeds
      or
      otherwise (a “Nonrecoverable Advance”), to the extent not reimbursed pursuant to
      clause (ii) or clause (v);

     

    (iv)  to
      reimburse the Master Servicer from Insurance Proceeds for Insured Expenses
      covered by the related Insurance Policy;

     

    (v)  to
      pay
      the Master Servicer any unpaid Servicing Fees and to reimburse it for any
      unreimbursed Servicing Advances, provided, however, that the Master Servicer’s
      right to reimbursement for Servicing Advances pursuant to this subclause (v)
      with respect to any Mortgage Loan shall be limited to amounts received on
      particular Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds,
      Insurance Proceeds, Subsequent Recoveries and purchase and repurchase proceeds)
      that represent late recoveries of the payments for which such Servicing Advances
      were made;

     

    (vi)  to
      pay to
      the Seller, with respect to each Mortgage Loan or property acquired in respect
      thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.19 of this
      Agreement, all amounts received thereon and not taken into account in
      determining the related Stated Principal Balance of such repurchased Mortgage
      Loan;

     

    (vii)  to
      pay
      any expenses recoverable by the Master Servicer pursuant to Section 7.04 of
      this
      Agreement;

     

    (viii)  to
      withdraw pursuant to Section 4.01 any amount deposited in the Protected Account
      and not required to be deposited therein; and

     

    (ix)  to
      clear
      and terminate the Protected Account upon termination of this Agreement pursuant
      to Section 10.01 hereof.

     

    In
      addition, no later than 10:00 a.m. Eastern time on the Distribution Account
      Deposit Date, the Master Servicer shall withdraw from the Protected Account
      and
      remit to the Trustee the amount of Interest Funds (without taking into account
      any reduction in the amount of Interest Funds attributable to the application
      of
      clause (c) of the definition thereof contained in Article I of this Agreement)
      and Principal Funds collected, to the extent on deposit, and the Trustee shall
      deposit such amount in the Distribution Account. In addition, on or before
      the
      Distribution Account Deposit Date, the Master Servicer shall remit to the
      Trustee for deposit in the Distribution Account any Advances or any payments
      of
      Compensating Interest required to be made by the Master Servicer with respect
      to
      the Mortgage Loans. Furthermore, on each Distribution Account Deposit Date,
      the
      Master Servicer shall remit to the Trustee all Prepayment Charges collected
      by
      the Master Servicer with respect to the Mortgage Loans during the related
      Prepayment Period. If the Master Servicer fails to remit any funds due by the
      time designated herein, the Master Servicer shall pay to the Trustee, out of
      its
      own funds, interest accrued at the prime rate as set forth in the Wall Street
      Journal, from and including the applicable due date, to but excluding the day
      such funds are paid to the Trustee.

     

    The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Protected Account pursuant to subclauses (i), (ii), (iv), (v), (vi) and (vii)
      above. Prior to making any withdrawal from the Protected Account pursuant to
      subclause (iii), the Master Servicer shall deliver to the Trustee an Officer’s
      Certificate of a Servicing Officer indicating the amount of any previous Advance
      or Servicing Advance determined by the Master Servicer to be a Nonrecoverable
      Advance and identifying the related Mortgage Loan(s), and their respective
      portions of such Nonrecoverable Advance.

     

    Section
      4.03  Collection
      of Taxes; Assessments and Similar Items; Escrow Accounts. 

     

    With
      respect to each Mortgage Loan, to the extent required by the related Mortgage
      Note, the Master Servicer shall establish and maintain one or more accounts
      (each, an “Escrow Account”) and deposit and retain therein all collections from
      the Mortgagors (or advances by the Master Servicer) for the payment of taxes,
      assessments, hazard insurance premiums or comparable items for the account
      of
      the Mortgagors. Nothing herein shall require the Master Servicer to compel
      a
      Mortgagor to establish an Escrow Account in violation of applicable
      law.

     

    Withdrawals
      of amounts so collected from the Escrow Accounts may be made only to effect
      timely payment of taxes, assessments, hazard insurance premiums, condominium
      or
      PUD association dues, or comparable items, to reimburse the Master Servicer
      out
      of related collections for any payments made with respect to each Mortgage
      Loan
      pursuant to Section 3.01 (with respect to taxes and assessments and insurance
      premiums) and Section 3.05 (with respect to hazard insurance), to refund to
      any
      Mortgagors for any Mortgage Loans any sums as may be determined to be overages,
      to pay interest, if required by law or the terms of the related Mortgage or
      Mortgage Note, to such Mortgagors on balances in the Escrow Account or to clear
      and terminate the Escrow Account at the termination of this Agreement in
      accordance with Section 10.01 thereof. The Escrow Account shall not be a part
      of
      the Trust Fund.

     

    Section
      4.04  Distribution
      Account. 

     

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

     

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

     

    (c)  The
      Distribution Account shall constitute an Eligible Account of the Trust Fund
      segregated on the books of the Trustee and held by the Trustee and the
      Distribution Account and the funds deposited therein shall not be subject to,
      and shall be protected from, all claims, liens, and encumbrances of any
      creditors or depositors of the Trustee (whether made directly, or indirectly
      through a liquidator or receiver of the Trustee). The amount at any time
      credited to the Distribution Account may be invested in the name of the Trustee,
      in such Permitted Investments, or deposited in demand deposits with such
      depository institutions, as determined by the Trustee. All Permitted Investments
      shall mature or be subject to redemption or withdrawal on or before, and shall
      be held until, the next succeeding Distribution Date if the obligor for such
      Permitted Investment is the Trustee or, if such obligor is any other Person,
      the
      Business Day preceding such Distribution Date. All investment earnings on
      amounts on deposit in the Distribution Account or benefit from funds uninvested
      therein from time to time shall be for the account of the Trustee. The Trustee
      shall be permitted to withdraw or receive distribution of any and all investment
      earnings from the Distribution Account on each Distribution Date. If there
      is
      any loss on a Permitted Investment or demand deposit, the Trustee shall deposit
      the amount of the loss from its own funds in the Distribution Account not later
      than the applicable Distribution Date on which the moneys so invested are
      required to be distributed to the Certificateholders. With respect to the
      Distribution Account and the funds deposited therein, the Trustee shall take
      such action as may be necessary to ensure that the Certificateholders shall
      be
      entitled to the priorities afforded to such a trust account (in addition to
      a
      claim against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and
      applicable regulations pursuant thereto, if applicable, or any applicable
      comparable state statute applicable to state chartered banking
      corporations.

     

    Section
      4.05  Permitted
      Withdrawals and Transfers from the Distribution Account. 

     

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

     

    (i)  to
      pay to
      itself the Trustee Fee;

     

    (ii)  to
      reimburse the Trustee, Supplemental Interest Trust Trustees or the Swap
      Administrator for expenses, costs and liabilities incurred by or reimbursable
      to
      it pursuant to this Agreement;

     

    (iii)  to
      pay
      investment income to the Trustee;

     

    (iv)  to
      remove
      amounts deposited in error;

     

    (v)  to
      make
      distributions to the Swap Administrator for payment to the Swap Provider as
      provided in this Agreement; and

     

    (vi)  to
      clear
      and terminate the Distribution Account pursuant to Section 10.01.

     

    (b)  On
      each
      Distribution Date, the Trustee shall distribute Interest Funds and Principal
      Funds in the Distribution Account to the Holders of the Certificates in
      accordance with Section 5.04.

     

    Section
      4.06  Class
      P Certificate Account. 

     

    (a)  The
      Trustee shall establish and maintain in the name of the Trustee, for the benefit
      of the Class P Certificateholders, the Class P Certificate Account as a
      segregated trust account or accounts.

     

    (b)  On
      the
      Closing Date, the Depositor will deposit, or cause to be deposited in the Class
      P Certificate Account, an amount equal to $100. All amounts deposited to the
      Class P Certificate Account shall be held by the Trustee in the name of the
      Trustee in trust for the benefit of the Class P Certificateholders in accordance
      with the terms and provisions of this Agreement. The amount on deposit in the
      Class P Certificate Account shall be held uninvested.

     

    
 

    ARTICLE
      V 


    DISTRIBUTIONS
      AND ADVANCES

     

    Section
      5.01  Advances. 

     

    The
      Master Servicer shall, or shall cause the related subservicer pursuant to the
      Subservicing Agreement to, make an Advance (other than any balloon payments)
      and
      deposit such Advance in the Protected Account. Each such Advance shall be
      remitted to the Distribution Account no later than 10:00 a.m. Eastern time
      on
      the Distribution Account Deposit Date in immediately available funds. The Master
      Servicer shall be obligated to make any such Advance only to the extent that
      such advance would not be a Nonrecoverable Advance. If the Master Servicer
      shall
      have determined that it has made a Nonrecoverable Advance or that a proposed
      Advance or a lesser portion of such Advance would constitute a Nonrecoverable
      Advance, the Master Servicer shall deliver (i) to the Trustee for the benefit
      of
      the Certificateholders the portion of such Advance that
      is
      not deemed Nonrecoverable,
      if
      applicable, and (ii) to the Depositor, each Rating Agency, and the Trustee
      an
      Officer’s Certificate setting forth the basis for such determination. Subject to
      the Master Servicer’s recoverability determination, in the event that a
      subservicer fails to make a required Advance, the Master Servicer shall be
      required to remit the amount of such Advance to the Distribution
      Account.

     

    In
      lieu
      of making all or a portion of such Advance from its own funds, the Master
      Servicer may (i) cause to be made an appropriate entry in its records relating
      to the Protected Account that any Amount Held for Future Distributions has
      been
      used by the Master Servicer in discharge of its obligation to make any such
      Advance and (ii) transfer such funds from the Protected Account to the
      Distribution Account. Any funds so applied and transferred shall be replaced
      by
      the Master Servicer by deposit in the Distribution Account, no later than the
      close of business on the Business Day immediately preceding the Distribution
      Date on which such funds are required to be distributed pursuant to this
      Agreement.

     

    The
      Master Servicer shall be entitled to be reimbursed from the Protected Account
      for all Advances of its own funds made pursuant to this Section as provided
      in
      Section 4.02. The obligation to make Advances with respect to any Mortgage
      Loan
      shall continue until such Mortgage Loan is paid in full or the related Mortgaged
      Property or related REO Property has been liquidated or until the purchase
      or
      repurchase thereof (or substitution therefor) from the Trust Fund pursuant
      to
      any applicable provision of this Agreement, except as otherwise provided in
      this
      Section 5.01.

     

    Subject
      to and in accordance with the provisions of Article VIII hereof, in the event
      the Master Servicer fails to make such Advance, then the Trustee, as Successor
      Master Servicer, or any other Successor Master Servicer appointed hereunder,
      shall be obligated to make such Advance, subject to the provisions of this
      Section 5.01.

     

    Section
      5.02  Compensating
      Interest Payments. 

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in part or in full by the Mortgagor with respect to any
      Mortgage Loan, the Master Servicer shall, to the extent of the Servicing Fee
      for
      such Distribution Date, deposit into the Distribution Account, as a reduction
      of
      the Servicing Fee for such Distribution Date, no later than the close of
      business on the Business Day immediately preceding such Distribution Date,
      an
      amount equal to such Prepayment Interest Shortfall; and in case of such deposit,
      the Master Servicer shall not be entitled to any recovery or reimbursement
      from
      the Depositor, the Trustee, the Seller, the Trust Fund or the
      Certificateholders.

     

    Section
      5.03  REMIC
      Distributions. 

     

    On
      each
      Distribution Date the Trustee shall be deemed to have allocated distributions
      to
      the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III Regular
      Interests in accordance with Section 5.07 hereof.

     

    Section
      5.04  Distributions. 

     

    (a)  Subject
      to Section 3.21(c), on each Distribution Date, an amount equal to the Interest
      Funds and Principal Funds for such Distribution Date shall be withdrawn by
      the
      Trustee from the Distribution Account and distributed in the following order
      of
      priority:

     

    (1)  Interest
      Funds shall be distributed in the following manner and order of
      priority:

     

    (A)  To
      the
      Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the Current Interest
      and then any Interest Carry Forward Amount for each such Class, on a
pro
      rata
      basis,
      based on the entitlement of each such Class; and

     

    (B)  From
      remaining Interest Funds, sequentially, to the Class M-1, Class M-2, Class
      M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
      Certificates, in that order, the Current Interest for each such Class.


     

    Any
      Excess Spread to the extent necessary to meet a level of overcollateralization
      equal to the Overcollateralization Target Amount shall be the Extra Principal
      Distribution Amount and shall be included as part of the Principal Distribution
      Amount. Any Remaining Excess Spread together with any Overcollateralization
      Release Amount shall be applied as Excess Cashflow and distributed pursuant
      to
      clauses (3)(A) through (H) below.

     

    On
      any
      Distribution Date, any Relief Act Interest Shortfalls and any Prepayment
      Interest Shortfalls to the extent not covered by Compensating Interest will
      be
      allocated to the Certificates as set forth in the definition of “Current
      Interest” herein and Section 1.02.

     

    (2)  On
      each
      Distribution Date, the Principal Distribution shall be distributed in the
      following manner and order of priority:

     

    (A)  For
      each
      Distribution Date (i) prior to the Stepdown Date or (ii) on which a Trigger
      Event is in effect:

     

    
      	(i)  	
              To
                the Class A Certificates, the Principal Distribution Amount for such
                Distribution Date, sequentially, to the Class A-1, Class A-2, Class
                A-3
                and Class A-4 Certificates, in that order, in each case until the
                Certificate Principal Balance thereof is reduced to zero;
                

            


    

     

    
      	(ii)  	
              To
                the Class M-1 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero; 

            


    

     

    
      	(iii)  	
              To
                the Class M-2 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero;

            


    

     

    
      	(iv)  	
              To
                the Class M-3 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero;

            


    

     

    
      	(v)  	
              To
                the Class M-4 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero;

            


    

     

    
      	(vi)  	
              To
                the Class M-5 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero;

            


    

     

    
      	(vii)  	
              To
                the Class M-6 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero; 

            


    

     

    
      	(viii)  	
              To
                the Class M-7 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero; 

            


    

     

    
      	(ix)  	
              To
                the Class M-8 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero; and

            


    

     

    
      	(x)  	
              To
                the Class M-9 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, until the Certificate Principal
                Balance
                thereof is reduced to zero.

            


    

     

    (B)  For
      each
      Distribution Date on or after the Stepdown Date, so long as a Trigger Event
      is
      not in effect:

     

    
      	(i)  	
              To
                the Class A Certificates, the Class A Principal Distribution Amount
                for
                such Distribution Date, sequentially to the Class A-1, Class A-2,
                Class
                A-3 and Class A-4 Certificates, in that order, in each case until
                the
                Certificate Principal Balance thereof is reduced to
                zero;

            


    

     

    
      	(ii)  	
              To
                the Class M-1 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-1 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero;

            


    

     

    
      	(iii)  	
              To
                the Class M-2 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-2 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero;

            


    

     

    
      	(iv)  	
              To
                the Class M-3 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-3 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero;

            


    

     

    
      	(v)  	
              To
                the Class M-4 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-4 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero;

            


    

     

    
      	(vi)  	
              To
                the Class M-5 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-5 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero;

            


    

     

    
      	(vii)  	
              To
                the Class M-6 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-6 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero; 

            


    

     

    
      	(viii)  	
              To
                the Class M-7 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-7 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero; 

            


    

     

    
      	(ix)  	
              To
                the Class M-8 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-8 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero; and

            


    

     

    
      	(x)  	
              To
                the Class M-9 Certificates, from any remaining Principal Distribution
                Amount for such Distribution Date, the Class M-9 Principal Distribution
                Amount, until the Certificate Principal Balance thereof is reduced
                to
                zero.

            


    

     

    (3)  Any
      Excess Cashflow shall be distributed in the following manner and order of
      priority:

     

    (A)  Excess
      Cashflow, to the Class A Certificates, (a) first, any remaining Interest Carry
      Forward Amount for such Classes, on a pro
      rata
      basis,
      in accordance with the Interest Carry Forward Amount due with respect to each
      such Class,
      to the
      extent not fully paid pursuant to clause (1)(A) above
      and
      Section 3.21(d) and (b) second, any Unpaid Realized Loss Amount for such Classes
      for such Distribution Date, on a pro
      rata
      basis,
      in accordance with the Applied Realized Loss Amount allocated to each such
      Class;

     

    (B)  From
      any
      remaining Excess Cashflow sequentially, to the Class M-1, Class M-2, Class
      M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
      Certificates, in that order, an amount equal to the Interest Carry Forward
      Amount for each such Class for such Distribution Date to the extent not fully
      paid pursuant to Section 3.21(d);

     

    (C)  From
      any
      remaining Excess Cashflow otherwise distributable to the Class CE Interest
      and
      the Class CE Certificates, to the Reserve Fund, (i) first, to pay to the Classes
      of Class A Certificates, any Basis Risk Shortfall Carry Forward Amount for
      such
      Classes for such Distribution Date, on a pro
      rata
      basis,
      based on the amount of the Basis Risk Shortfall Carry Forward Amount for each
      such Class to the extent not paid pursuant to Section 3.21(d) and to the extent
      such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii)
      second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
      Deposit;

     

    (D)  From
      any
      remaining Excess Cashflow otherwise distributable to the Class CE Interest
      and
      the Class CE Certificates, to the Reserve Fund, (i) first, to pay to the Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
      M-8
      and Class M-9 Certificates, sequentially in that order, any Basis Risk Shortfall
      Carry Forward Amount for each such Class for such Distribution Date, if any,
      in
      each case to the extent not paid pursuant to Section 3.21(d) and to the extent
      such amount exceeds the amounts then on deposit in the Reserve Fund, and (ii)
      second, to maintain a balance in the Reserve Fund equal to the Reserve Fund
      Deposit;

     

    (E)  From
      any
      remaining Excess Cashflow, to the Class A Certificates, on a pro
      rata
      basis,
      based on the entitlement of each such Class, and then sequentially to the Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
      M-8
      and Class M-9 Certificates, in that order, the amount of Relief Act Shortfalls
      and any Prepayment Interest Shortfalls allocated to such Classes of
      Certificates, to the extent not previously reimbursed;

     

    (F)  From
      any
      remaining Excess Cashflow to the Swap Administrator for payment to the Swap
      Provider, any Swap Termination Payments due to a Swap Provider Trigger Event
      owed by the Trust Fund (other than to the extent already paid by the Swap
      Administrator from any upfront payment received pursuant to any related
      replacement interest rate swap agreement that may be entered into by the
      Supplemental Interest Trust Trustee);

     

    (G)  From
      any
      remaining Excess Cashflow, to the Class CE Interest and Class CE Certificates,
      an amount equal to the Class CE Distribution Amount reduced by amounts
      distributed in clauses (C) and (D) above; and

     

    (H)  From
      any
      remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class R-3 and
      Class RX Certificates, based on the related REMIC in which such amounts
      remain.

     

    On
      each
      Distribution Date, all amounts with respect to Prepayment Charges shall be
      distributed to the Holders of the Class P Interest and the Class P Certificates,
      provided that such distributions shall not be in reduction of the principal
      balance thereof. On the Distribution Date immediately following the expiration
      of the latest Prepayment Charge term as identified on the Mortgage Loan
      Schedule, any amount on deposit in the Class P Certificate Account will be
      distributed to the Holders of the Class P Interest and the Class P Certificates
      in reduction of the Certificate Principal Balance thereof.

     

    In
      addition, notwithstanding the foregoing, on any Distribution Date after the
      Distribution Date on which the Certificate Principal Balance of a Class of
      Class
      A Certificates or Class M Certificates has been reduced to zero, that Class
      of
      Certificates will be retired and will no longer be entitled to distributions,
      including distributions in respect of Prepayment Interest Shortfalls or Basis
      Risk Shortfall Carry Forward Amounts.

     

    In
      addition, notwithstanding the foregoing clause (a)(2), to the extent a Class
      IO
      Distribution Amount is payable from principal collections, Principal
      Distribution Amounts will be deemed paid to the most subordinate Class of
      Regular Certificates (other than the Class P Certificates), until the
      Certificate Principal Balance thereof has been reduced to zero, and such amount
      will be paid pursuant to Section 3.21(f).

     

    (b)  In
      addition to the foregoing distributions, with respect to any Subsequent
      Recoveries, the Master Servicer shall deposit such funds into the Protected
      Account pursuant to Section 4.01(b)(iii). If, after taking into account such
      Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
      of
      such Subsequent Recoveries will be applied to increase the Certificate Principal
      Balance of the Class of Certificates with the highest payment priority to which
      Realized Losses have been allocated, but not by more than the amount of Realized
      Losses previously allocated to that Class of Certificates pursuant to Section
      5.05; provided, however, to the extent that no reductions to a Certificate
      Principal Balance of any Class of Certificates currently exists as the result
      of
      a prior allocation of a Realized Loss, such Subsequent Recoveries will be
      applied as Excess Spread. The amount of any remaining Subsequent Recoveries
      will
      be applied to increase the Certificate Principal Balance of the Class of
      Certificates with the next highest payment priority, up to the amount of such
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
      Section 5.05, and so on. Holders of such Certificates will not be entitled
      to
      any payment in respect of Current Interest on the amount of such increases
      for
      any Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal Balance
      of each Certificate of such Class in accordance with its respective Percentage
      Interest.

     

    (c)  Subject
      to Section 10.02 hereof respecting the final distribution, on each Distribution
      Date the Trustee shall make distributions to each Certificateholder of record
      on
      the preceding Record Date either by wire transfer in immediately available
      funds
      to the account of such Holder at a bank or other entity having appropriate
      facilities therefor, if such Holder has so notified the Trustee at least 5
      Business Days prior to the related Record Date, or, if not, by check mailed
      by
      first class mail to such Certificateholder at the address of such Holder
      appearing in the Certificate Register. Notwithstanding the foregoing, but
      subject to Section 10.02 hereof respecting the final distribution, distributions
      with respect to Certificates registered in the name of a Depository shall be
      made to such Depository in immediately available funds.

     

    (d)  On
      or
      before 5:00 p.m. Eastern time on the fifth Business Day immediately preceding
      each Distribution Date, the Master Servicer shall deliver a report to the
      Trustee in electronic form (or by such other means as the Master Servicer and
      the Trustee may agree from time to time) containing such data and information,
      as agreed to by the Master Servicer and the Trustee such as to permit the
      Trustee to prepare the Monthly Statement to Certificateholders and to make
      the
      required distributions for the related Distribution Date.

     

    Section
      5.05  Allocation
      of Realized Losses. 

     

    (a)  All
      Realized Losses on the Mortgage Loans allocated to any REMIC II Regular Interest
      pursuant to Section 5.05(c) shall be allocated by the Trustee on each
      Distribution Date as follows: first, to Excess Spread through an increased
      distribution of the Extra Principal Distribution Amount for such Distribution
      Date; second, to the Class CE Interest and Class CE Certificates, until the
      Certificate Principal Balance or Uncertificated Principal Balance thereof,
      as
      applicable, has been reduced to zero; third, to the Class M-9 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero;
      fourth, to the Class M-8 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; fifth, to the Class M-7 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero; sixth,
      to
      the Class M-6 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; seventh, to the Class M-5 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; eighth, to
      the
      Class M-4 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; ninth, to the Class M-3 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; tenth, to the Class M-2
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; eleventh, to the Class M-1 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; and, twelfth, to the Class
      or Classes of Class A Certificates, on a pro
      rata
      basis,
      until the Certificate Principal Balances thereof have been reduced to zero.
      All
      Realized Losses to be allocated to the Certificate Principal Balances of all
      Classes on any Distribution Date shall be so allocated after the actual
      distributions to be made on such date as provided above. All references above
      to
      the Certificate Principal Balance of any Class of Certificates shall be to
      the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class of Certificates, on such Distribution
      Date.

     

    (b)  Any
      allocation of Realized Losses to a Class of Certificates or to a Class CE
      Interest on any Distribution Date shall be made by reducing the Certificate
      Principal Balance or Uncertificated Principal Balance thereof by the amount
      so
      allocated; any allocation of Realized Losses to Excess Spread shall be made
      by
      reducing the amount otherwise payable in respect of the Class CE Interest and
      the Class CE Certificates pursuant to clause (G) of Section 5.04(a)(3). No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balance or Uncertificated Principal Balance, as applicable, of the Class P
      Interest and the Class P Certificates.

     

    Notwithstanding
      the foregoing, no such allocation of any Realized Loss shall be made on a
      Distribution Date to any Class of Certificates to the extent that such
      allocation would result in the reduction of the aggregate Certificate Principal
      Balance of all the Certificates as of such Distribution Date (other than the
      Class CE Certificates and Class P Certificates), after giving effect to all
      distributions and prior allocations of Realized Losses on the Mortgage Loans
      on
      such date, to an amount less than the aggregate Stated Principal Balance of
      all
      of the Mortgage Loans as of the first day of the month of such Distribution
      Date
      (such limitation, the “Loss Allocation Limitation”). In addition in no event
      will the Certificate Principal Balance of any Certificate be reduced more than
      once in respect of any particular amount both (i) allocable to such Certificate
      in respect of Realized Losses and (ii) payable as principal to the Holder of
      such Certificate from Remaining Excess Spread.

     

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

     

    (c)  (i)
      All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-60-B,
      starting with the lowest numerical denomination, until the Uncertificated
      Principal Balance of each such REMIC I Regular Interest has been reduced to
      zero; provided that, for REMIC I Regular Interests with the same numerical
      denomination, such Realized Losses shall be allocated on a pro
      rata
      basis
      between such REMIC I Regular Interests.

     

    (ii)
      All
      Realized Losses on the Mortgage Loans shall be allocated by the Securities
      Administrator on each Distribution Date to the following REMIC II Regular
      Interests in the following specified percentages: first, to Uncertificated
      Accrued Interest payable to the REMIC II Regular Interest AA and REMIC II
      Regular Interest ZZ up to an aggregate amount equal to the REMIC II Interest
      Loss Allocation Amount (without duplication of shortfalls allocated pursuant
      to
      Section 1.02), 98.00% and 2.00%, respectively; second, to the Uncertificated
      Principal Balances of the REMIC II Regular Interest AA and REMIC II Regular
      Interest ZZ up to an aggregate amount equal to the REMIC II Principal Loss
      Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated
      Principal Balances of REMIC II Regular Interest AA, REMIC II Regular Interest
      M-9 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest M-9
      has
      been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
      II Regular Interest AA, REMIC II Regular Interest M-8 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Principal Balance of REMIC II Regular Interest M-8 has been reduced to zero;
      fifth, to the Uncertificated Principal Balances of REMIC II Regular Interest
      AA,
      REMIC II Regular Interest M-7 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
      II
      Regular Interest M-7 has been reduced to zero; sixth, to the Uncertificated
      Principal Balances of REMIC II Regular Interest AA, REMIC II Regular Interest
      M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC II Regular Interest M-6 has
      been reduced to zero; seventh, to the Uncertificated Principal Balances of
      REMIC
      II Regular Interest AA, REMIC II Regular Interest M-5 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Principal Balance of REMIC II Regular Interest M-5 has been reduced to zero;
      eighth, to the Uncertificated Principal Balances of REMIC II Regular Interest
      AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest ZZ, 98.00%,
      1.00% and 1.00%, respectively, until the Uncertificated Principal Balance of
      REMIC II Regular Interest M-4 has been reduced to zero; ninth, to the
      Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC II
      Regular Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest M-3 has been reduced to zero; tenth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and
      REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
      the
      Uncertificated Principal Balance of REMIC II Regular Interest M-2 has been
      reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest M-1 has been reduced to zero; and twelfth,
      to the Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%,
      to the Uncertificated Principal Balances of the REMIC II Regular Interests
      A-1,
      A-2, A-3 and A-4, on a pro
      rata
      basis,
      1.00%, and to the Uncertificated Principal Balance of REMIC II Regular Interest
      ZZ, 1.00%, until the Uncertificated Principal Balances of such REMIC II Regular
      Interests A-1, A-2, A-3 and A-4 have been reduced to zero.

     

    Section
      5.06  Monthly
      Statements to Certificateholders. 

     

    (a)  Not
      later
      than each Distribution Date, the Trustee shall prepare and make available to
      each Holder of Certificates, the Master Servicer, the Swap Provider and the
      Depositor a statement setting forth for the Certificates:

     

    (i)  the
      applicable record dates, accrual periods, determination dates for calculating
      distributions and general Distribution Dates;

     

    (ii)  the
      total
      cash flows 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 Master Servicer for the related
      Due Period;

     

    (iv)  the
      amount of any Net Swap Payment payable to the Trust, any Net Swap Payment
      payable to the Swap Provider, any Swap Termination Payment payable to the Trust
      and any Swap Termination Payment payable to the Swap Provider;

     

    (v)  the
      amount of the related distribution to Holders of the Class A Certificates and
      Class M Certificates (by Class) allocable to principal, separately identifying
      (A) the aggregate amount of any Principal Prepayments included therein, (B)
      the
      aggregate of all scheduled payments of principal included therein and (C) the
      Extra Principal Distribution Amount (if any);

     

    (vi)  the
      amount of such distribution to Holders of each Class of Class A Certificates
      and
      Class M Certificates allocable to interest and the portion thereof, if any,
      provided by the Swap Agreement and the amount of coverage remaining under such
      credit enhancement;

     

    (vii)  the
      Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
      Amounts for each Class of Certificates (if any);

     

    (viii)  the
      Pass-Through Rate for each Class of Class A Certificates and Class M
      Certificates with respect to the current Accrual Period, and, if applicable,
      whether such Pass-Through Rate was limited by the Net Rate Cap;

     

    (ix)  the
      number and aggregate Stated Principal Balance of all of the Mortgage Loans
      for
      the following Distribution Date, together with updated pool composition
      information including the following: weighted average mortgage rate and weighted
      average remaining term;

     

    (x)  the
      Certificate Principal Balance of the Class A Certificates and Class M
      Certificates before and after giving effect (i) to all distributions allocable
      to principal on such Distribution Date and (ii) the allocation of any Applied
      Realized Loss Amounts for such Distribution Date;

     

    (xi)  the
      number and aggregate Stated Principal Balance of the Mortgage Loans (A)
      Delinquent (exclusive of Mortgage Loans in foreclosure and bankruptcy) (1)
      30
      days Delinquent, (2) 60 days Delinquent and (3) 90 days or more Delinquent,
      (B)
      in foreclosure and delinquent (1) 30 days Delinquent, (2) 60 days Delinquent
      and
      (3) 90 days or more Delinquent and (C) in bankruptcy and delinquent (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 Distribution Date and separately identifying such information for the
      (1)
      first lien Mortgage Loans, (2) second lien Mortgage Loans, and (3) Adjustable
      Rate Mortgage Loans;

     

    (xii)  the
      amount of aggregate Advances included in the distribution on such Distribution
      Date (including the general purpose of such Advances), the aggregate amount
      of
      unreimbursed Advances as of the end of the Due Period, and the general source
      of
      funds for reimbursements;

     

    (xiii)  the
      amount, if any, of excess cashflow or excess spread and the application of
      such
      excess cashflow;

     

    (xiv)  the
      cumulative Realized Losses through the end of the preceding month;

     

    (xv)  if
      applicable, material modifications, extensions or waivers to Mortgage Loan
      terms, fees, penalties or payments during the preceding calendar month or that
      have become material over time;

     

    (xvi)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the aggregate Stated Principal Balance of, and Realized Loss on, such
      Mortgage Loans as of the close of business on the prior calendar
      month;

     

    (xvii)  the
      total
      number and principal balance of any real estate owned or REO Properties as
      of
      the end of the related calendar month;

     

    (xviii)  material
      breaches of pool asset representation or warranties or transaction
      covenants;

     

    (xix)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the aggregate Stated Principal Balance of the Mortgage Loans that
      are
      60 days or more delinquent or are in bankruptcy or foreclosure or are REO
      Properties, and the denominator of which is the aggregate Stated Principal
      Balance of all of the Mortgage Loans and separately identifying such information
      for the (1) first lien Mortgage Loans, and (2) Adjustable Rate Mortgage Loans,
      in each case as of the end of the Prepayment Period;

     

    (xx)  whether
      a
      Trigger Event exists; 

     

    (xxi)  the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Class P Certificates allocable to Prepayment Charges; 

     

    (xxii)  information
      on loss, delinquency or other tests used for determining early amortization,
      liquidation, stepdowns or other performance triggers and whether the trigger
      was
      met;

     

    (xxiii)  the
      amount of the Prepayment Charges remitted by the Master Servicer and the amount
      on deposit in the Reserve Fund;

     

    (xxiv)  updated
      pool composition data including the following: weighted average mortgage rate
      and weighted average remaining term; 

     

    (xxv)  information
      regarding any new issuance of securities backed by the same asset pool, any
      pool
      asset changes, such as additions or removals of Mortgage Loans from the Trust
      Fund, if applicable; and

     

    (xxvi)  any
      material changes in the solicitation, credit-granting, underwriting,
      origination, acquisition or Mortgage Loan selection criteria or procedures,
      as
      applicable, used to originate, acquire or select Mortgage Loans for the Trust
      Fund.

     

    The
      Depositor covenants that if there is a material change in the solicitation,
      credit-granting, underwriting, origination, acquisition or Mortgage Loan
      selection criteria or procedures, as applicable, used to originate, acquire
      or
      select Mortgage Loans for the Trust Fund that it will notify the Trustee five
      calendar days before each Distribution Date, and if no such notification occurs,
      the Trustee has no obligation to report with respect to (xxvi). The Depositor
      covenants to the Trustee that there will be no new issuance of securities backed
      by the same asset pool, so the Trustee will only be responsible in (xxv) above
      for reporting any pool asset changes, such as additions or removals of Mortgage
      Loans from the Trust Fund.

     

    The
      Trustee may make the foregoing Monthly Statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to Certificateholders via the Trustee’s internet website.
      The Trustee’s internet website shall initially be located at “www.etrustee.net”.
      Assistance in using the website can be obtained by calling the Trustee at (312)
      992-1816. Parties that are unable to use the above distribution options are
      entitled to have a paper copy mailed to them via first class mail by calling
      the
      Trustee and indicating such. The Trustee may change the way Monthly Statements
      are distributed in order to make such distributions more convenient or more
      accessible to the above parties.

     

    (b)  The
      Trustee’s responsibility for making the above information available to the
      Certificateholders is limited to the availability, timeliness and accuracy
      of
      the information derived from the parties providing the information to the
      Trustee. The Trustee will make available a copy of each statement provided
      pursuant to this Section 5.06 to each Rating Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall
      cause to be furnished upon request to each Person who at any time during the
      calendar year was a Certificateholder, a statement containing the information
      (only with respect to principal and interest) set forth in clauses (a)(v) and
      (a)(vi) of this Section 5.06 aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder. Such
      obligation of the Trustee shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Trustee
      pursuant to any requirements of the Code as from time to time in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Trustee shall furnish to the
      Holders of the Residual Certificates the applicable Form 1066 and each
      applicable Form 1066Q and shall respond promptly to written requests made not
      more frequently than quarterly by any Holder of a Residual Certificate with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      class of Regular Interests and Residual Interests created hereunder and on
      the
      Mortgage Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each class of Regular Interests and Residual
      Interests created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each class of Regular Interests or Residual Interests created
      hereunder and to the Mortgage Loans, together with each constant yield to
      maturity used in computing the same;

     

    (v)  The
      treatment of Realized Losses with respect to the Mortgage Loans or the Regular
      Interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such Regular Interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.12.

     

    Section
      5.07  REMIC
      Designations and REMIC Distributions. 

     

    (a)  The
      Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
      V
      and REMIC VI shall be treated as a REMIC under Section 860D of the Code. Any
      inconsistencies or ambiguities in this Agreement or in the administration of
      this Agreement shall be resolved in a manner that preserves the validity of
      such
      REMIC elections. The assets of REMIC I shall include the Mortgage Loans and
      all
      interest owing in respect of and principal due thereon, the Distribution
      Account, the Protected Account, any REO Property, any proceeds of the foregoing
      and any other assets subject to this Agreement (other than the Reserve Fund,
      any
      Prepayment Charge Waiver Amounts and, for the avoidance of doubt, the
      Supplemental Interest Trust, the Swap Agreement, the Swap Account, the Swap
      Collateral Account and any rights or obligations in respect of the Swap
      Administration Agreement). The REMIC I Regular Interests shall constitute the
      assets of REMIC II. The REMIC II Regular Interests shall constitute the assets
      of REMIC III. The Class CE Interest shall constitute the assets of REMIC IV.
      The
      Class P Interest shall constitute the assets of REMIC V. The Class IO Interest
      shall constitute the assets of REMIC VI.

     

    (b)  (1)On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of REMIC I Regular
      Interests I-1-A through I-60-B or withdrawn from the Distribution Account and
      distributed to the Holders of the Class R-1 Certificates, as the case may
      be:

     

    (i)  from
      Interest Funds and Principal Funds, in each case, determined without regard
      to
      the related clause (2)(ii) of the definitions thereof, to holders of each of
      the
      REMIC I Regular Interests I-1-A through I-60-B, in a pro
      rata
      basis,
      in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
      I
      Regular Interests for such Distribution Date, plus (B) any amounts payable
      in
      respect thereof remaining unpaid from previous Distribution Dates; 

     

    (ii)  to
      the
      extent of Interest Funds and Principal Funds, in each case, determined without
      regard to the related clause (2)(ii) of the definitions thereof, remaining
      after
      the distribution made pursuant to clause (i) above, to REMIC I Regular Interests
      I-1-A through I-60-B, starting with the lowest numerical denomination, until
      the
      Uncertificated Principal Balance of each such REMIC I Regular Interest is
      reduced to zero, provided that, for REMIC I Regular Interests with the same
      numerical denomination, such payments of principal shall be allocated on a
      pro
      rata
      basis
      between such REMIC I Regular Interests; and

     

    (iii)  
      any
      remaining amount to the Holders of the Class R-1 Certificates.

     

    (2) On
      each
      Distribution Date, amounts representing Prepayment Charges on the Mortgage
      loans
      shall be deemed distributed to REMIC I Regular Interest P, provided that such
      amounts shall not reduce the Uncertificated Principal Balance of REMIC I Regular
      Interest P. On the Distribution Date immediately following the expiration of
      the
      latest Prepayment Charge term as identified on the Mortgage Loan Schedule,
      $100
      shall be deemed distributed in respect of REMIC I Regular Interest P in
      reduction of the Uncertificated Principal Balance thereof. 

     

    (c)  (1)On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
      Interests (other than REMIC II Regular Interest P) or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-2
      Certificates, as the case may be:

     

    (i)  from
      Interest Funds and Principal Funds, in each case, determined without regard
      to
      the related clause (2)(ii) of the definitions thereof, to the holders of REMIC
      II Regular Interest IO, in an amount equal to (A) the Uncertificated Accrued
      Interest for such REMIC II Regular Interest for such Distribution Date, plus
      (B)
      any amounts in respect thereof remaining unpaid from previous Distribution
      Dates; 

     

    (ii)  to
      the
      extent of Interest Funds and Principal Funds, in each case, determined without
      regard to the related clause (2)(ii) of the definitions thereof, remaining
      after
      the distribution pursuant to clause (i), to the holders of each REMIC II Regular
      Interest (other than REMIC II Regular Interests IO and P), on a pro
      rata
      basis,
      in an amount equal to (A) the Uncertificated Accrued Interest for such REMIC
      II
      Regular Interest for such Distribution Date, plus (B) any amounts in respect
      thereof remaining unpaid from previous Distribution Dates. Amounts payable
      as
      Uncertificated Accrued Interest in respect of REMIC II Regular Interest ZZ
      shall
      be reduced when the REMIC II Overcollateralization Amount is less than the
      REMIC
      II Required Overcollateralization Amount, by the lesser of (x) the amount of
      such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
      Amount, and such amount will be payable to the holders of each REMIC II Regular
      Interest for which a Class A Certificate or Class M Certificate is the
      Corresponding Certificate in the same proportion as the Extra Principal
      Distribution Amount is allocated to the Corresponding Certificates for each
      such
      REMIC II Regular Interest, and the Uncertificated Principal Balance of REMIC
      II
      Regular Interest ZZ shall be increased by such amount;

     

    (iii)  to
      the
      holders of REMIC II Regular Interests (other than REMIC II Regular Interests
      IO
      and P) in an amount equal to the remainder of Interest Funds and Principal
      Funds, in each case, determined without regard to the related clause (2)(ii)
      of
      the definitions thereof, after the distributions made pursuant to clauses (i)
      and (ii) above, allocated as follows:

     

    (A)  98%
      of
      such remainder to the holders of REMIC II Regular Interest AA, until the
      Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
      to
      zero;

     

    (B)  2%
      of
      such remainder, first, to the holders of each REMIC II Regular Interest for
      which a Class A Certificate or Class M Certificate is the Corresponding
      Certificate, in an aggregate amount equal to 1% of and in the same proportion
      as
      principal payments are allocated to the Corresponding Certificates for each
      such
      REMIC II Regular Interest, until the Uncertificated Principal Balances of such
      REMIC II Regular Interests are reduced to zero, and second, to the holders
      of
      REMIC II Regular Interest ZZ, until the Uncertificated Principal Balance of
      such
      REMIC II Regular Interest is reduced to zero; and

     

    (C)  any
      remaining amount to the Holders of the Class R-2 Certificates.

     

    (2) On
      each
      Distribution Date, amounts representing Prepayment Charges on the Mortgage
      loans
      deemed distributed in respect of REMIC I Regular Interest P shall be deemed
      to
      be distributed to REMIC II Regular Interest P, provided that such amounts shall
      not reduce the Uncertificated Principal Balance of REMIC II Regular Interest
      P.
      On the Distribution Date immediately following the expiration of the latest
      Prepayment Charge term as identified on the Mortgage Loan Schedule, an amount
      equal to $100 deemed distributed in respect of REMIC I Regular Interest P in
      reduction of the Uncertificated Principal Balance thereof shall be deemed to
      be
      distributed to REMIC II Regular Interest P in reduction of the Uncertificated
      Principal Balance thereof. 

     

    (d)  On
      each
      Distribution Date, interest shall be deemed payable from REMIC III to the
      holders of each REMIC III Regular Interest the ownership of which is represented
      by the Class A Certificates and Class M Certificates at a pass-through rate
      equal to the lesser of (i) the One-Month LIBOR Pass-Through Rate for the
      Corresponding Certificate and (ii) the Net Rate Cap for the REMIC III Regular
      Interest the ownership of which is represented by the Corresponding Certificate
      for such Distribution Date, in each case on a principal balance equal to the
      Certificate Principal Balance of the Corresponding Certificate for such
      Distribution Date. For the avoidance of doubt, principal shall be payable to,
      and shortfalls, losses and prepayments shall be allocable to, the REMIC III
      Regular Interests the ownership of which is represented by the Class A
      Certificates and Class M Certificates as such amounts are payable and allocable
      to the Corresponding Certificates.

     

    (e)  On
      each
      Distribution Date, an amount equal to the amounts distributed pursuant to
      Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed distributed
      from REMIC III to REMIC IV in respect of the Class CE Distribution Amount
      distributable to the Class CE Interest.

     

    (f)  On
      each
      Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
      Interest P shall be deemed distributed by REMIC III to REMIC V in respect of
      the
      Class P Interest.

     

    (g)  On
      each
      Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular
      Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect
      of
      the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI
      in
      respect of REMIC VI Regular Interest IO for deposit into the Supplemental
      Interest Trust.

     

     

     

    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates. 

     

    The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-5. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    
      	
              Class

            	
              Minimum
                Denomination

            	
              Integral
                Multiple in 

              Excess
                of Minimum

            	
              Original
                Certificate Principal Balance or Notional
                Amount

            
	
              A-1

            	
              $ 100,000

            	
              $ 1.00

            	
              $  
                 92,183,000.00

            
	
              A-2

            	
              $ 100,000

            	
              $ 1.00

            	
              $  
                 26,263,000.00

            
	
              A-3

            	
              $ 100,000

            	
              $ 1.00

            	
              $  
                 25,079,000.00

            
	
              A-4

            	
              $ 100,000

            	
              $ 1.00

            	
              $  
                 10,124,000.00

            
	
              M-1

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 8,044,000.00

            
	
              M-2

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 7,433,000.00

            
	
              M-3

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 4,582,000.00

            
	
              M-4

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 3,767,000.00

            
	
              M-5

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 3,564,000.00

            
	
              M-6

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 3,258,000.00

            
	
              M-7

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 3,360,000.00

            
	
              M-8

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 2,952,000.00

            
	
              M-9

            	
              $ 100,000

            	
              $ 1.00

            	
              $    
                 2,851,000.00

            
	
              CE

            	
              10%

            	
              1%

            	
                   
                $ 203,642,915.91)(1)

            
	
              P

            	
              $ 100

            	
              N/A

            	
              $               
                 100.00

            
	
              R-1

            	
              100%

            	
              N/A

            	
              N/A

            
	
              R-2

            	
              100%

            	
              N/A

            	
              N/A

            
	
              R-3

            	
              100%

            	
              N/A

            	
              N/A

            
	
              RX

            	
              100%

            	
              N/A

            	
              N/A

            


    

     

    (1) This
      is a
      Notional Amount.

    


    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Trustee by an authorized officer. Certificates bearing the manual or facsimile
      signatures of individuals who were, at the time when such signatures were
      affixed, authorized to sign on behalf of the Trustee shall bind the Trustee,
      notwithstanding that such individuals or any of them have ceased to be so
      authorized prior to the authentication and delivery of such Certificates or
      did
      not hold such offices at the date of such authentication and delivery. No
      Certificate shall be entitled to any benefit under this Agreement, or be valid
      for any purpose, unless there appears on such Certificate the countersignature
      of the Trustee by manual signature, and such countersignature upon any
      Certificate shall be conclusive evidence, and the only evidence, that such
      Certificate has been duly countersigned and delivered hereunder. All
      Certificates shall be dated the date of their countersignature. On the Closing
      Date, the Trustee shall authenticate the Certificates to be issued at the
      written direction of the Depositor, or any affiliate thereof.

     

    The
      Depositor shall provide, or cause to be provided, to the Trustee on a continuous
      basis, an adequate inventory of Certificates to facilitate
      transfers.

     

    Section
      6.02  Certificate
      Register; Registration of Transfer and Exchange of Certificates. 

     

    (a)  The
      Trustee shall maintain, or cause to be maintained in accordance with the
      provisions of Section 6.09 hereof, a Certificate Register for the Trust Fund
      in
      which, subject to the provisions of subsections (b) and (c) below and to such
      reasonable regulations as it may prescribe, the Trustee shall provide for the
      registration of Certificates and of Transfers and exchanges of Certificates
      as
      herein provided. Upon surrender for registration of Transfer of any Certificate,
      the Trustee shall authenticate and deliver, in the name of the designated
      transferee or transferees, one or more new Certificates of the same Class and
      of
      like aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Trustee. Whenever any Certificates
      are
      so surrendered for exchange, the Trustee shall execute, authenticate, and
      deliver the Certificates that the Certificateholder making the exchange is
      entitled to receive. Every Certificate presented or surrendered for registration
      of Transfer or exchange shall be accompanied by a written instrument of Transfer
      in form satisfactory to the Trustee duly executed by the Holder thereof or
      his
      attorney duly authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      Transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      Transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Trustee in accordance with the
      Trustee’s customary procedures.

     

    (b)  Subject
      to Section 6.07 and, in the case of any Global Certificate or Private
      Certificate upon the satisfaction of the conditions set forth below, upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Trustee maintained for such purpose, the Trustee shall sign,
      countersign and shall deliver, in the name of the designated transferee or
      transferees, a new Certificate of a like Class and aggregate Percentage
      Interest, but bearing a different number.

     

    (c)  Subject
      to subsection 6.02(g), so long as a Global Certificate of such Class is
      outstanding and is held by or on behalf of the Depository, transfers of
      beneficial interests in such Global Certificate, or transfers by Holders of
      Individual Certificates of such Class to transferees that take delivery in
      the
      form of beneficial interests in the Global Certificate, may be made only in
      accordance with this subsection 6.02(c) and in accordance with the rules of
      the
      Depository:

     

    (i)  In
      the
      case of a beneficial interest in the Global Certificate being transferred to
      an
      Institutional Accredited Investor, such transferee shall be required to take
      delivery in the form of an Individual Certificate or Certificates and the
      Trustee shall register such transfer only upon compliance with the provisions
      of
      subsection 6.02(h).

     

    (ii)  In
      the
      case of a beneficial interest in a Class of Global Certificates being
      transferred to a transferee that takes delivery in the form of an Individual
      Certificate or Certificates of such Class, except as set forth in clause (i)
      above, the Trustee shall register such transfer only upon compliance with the
      provisions of subsection 6.02(h).

     

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

     

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

     

    (d)  Subject
      to subsection 6.02(g), an exchange of a beneficial interest in a Global
      Certificate of a Class for an Individual Certificate or Certificates of such
      Class, an exchange of an Individual Certificate or Certificates of a Class
      for a
      beneficial interest in the Global Certificate of such Class and an exchange
      of
      an Individual Certificate or Certificates of a Class for another Individual
      Certificate or Certificates of such Class (in each case, whether or not such
      exchange is made in anticipation of subsequent transfer, and, in the case of
      the
      Global Certificate of such Class, so long as such Certificate is outstanding
      and
      is held by or on behalf of the Depository) may be made only in accordance with
      this subsection 6.02(d) and in accordance with the rules of the
      Depository:

     

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

     

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

     

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

     

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

     

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

     

    (f)  Any
      Individual Certificate issued in exchange for or upon transfer of another
      Individual Certificate or of a beneficial interest in a Global Certificate
      shall
      bear the applicable legends set forth in Exhibit A-2.

     

    (g)  Subject
      to the restrictions on transfer and exchange set forth in this Section 6.02,
      the
      Holder of any Individual Certificate may transfer or exchange the same in whole
      or in part (in an initial certificate balance equal to the minimum authorized
      denomination set forth in Section 6.01 above or any integral multiple of $1.00
      in excess thereof) by surrendering such Certificate at the Corporate Trust
      Office, or at the office of any transfer agent, together with an executed
      instrument of assignment and transfer satisfactory in form and substance to
      the
      Trustee in the case of transfer and a written request for exchange in the case
      of exchange. The Holder of a beneficial interest in a Global Certificate may,
      subject to the rules and procedures of the Depository, cause the Depository
      (or
      its nominee) to notify the Trustee in writing of a request for transfer or
      exchange of such beneficial interest for an Individual Certificate or
      Certificates. Following a proper request for transfer or exchange, the Trustee
      shall, within a reasonable time period of such request made at the Corporate
      Trust Office, sign, countersign and deliver at the Corporate Trust Office,
      to
      the transferee (in the case of transfer) or Holder (in the case of exchange)
      or
      send by first class mail at the risk of the transferee (in the case of transfer)
      or Holder (in the case of exchange) to such address as the transferee or Holder,
      as applicable, may request, an Individual Certificate or Certificates, as the
      case may require, for a like aggregate Percentage Interest and in such
      authorized denomination or denominations as may be requested. The presentation
      for transfer or exchange of any Individual Certificate shall not be valid unless
      made at the Corporate Trust Office by the registered Holder in person, or by
      a
      duly authorized attorney-in-fact.

     

    (h)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Trustee in
      writing the facts surrounding the Transfer by (x)(i) the delivery to the Trustee
      by the Certificateholder desiring to effect such transfer of a certificate
      substantially in the form set forth in Exhibit D (the “Transferor Certificate”)
      and (ii) the delivery by the Certificateholder’s prospective transferee of (A) a
      letter in substantially the form of Exhibit E (the “Investment Letter”) if the
      prospective transferee is an Institutional Accredited Investor or (B) a letter
      in substantially the form of Exhibit F (the “Rule 144A and Related Matters
      Certificate”) if the prospective transferee is a QIB or (y) there shall be
      delivered to the Trustee an Opinion of Counsel addressed to the Trustee that
      such Transfer may be made pursuant to an exemption from the Securities Act,
      which Opinion of Counsel shall not be an expense of the Depositor, the Sellers,
      the Master Servicer or the Trustee; provided,
      however,
      that
      such representation letters will not be required in connection with any transfer
      of any such Certificate by the Depositor to an affiliate of the Depositor and
      the Trustee and the Trustee shall be entitled to conclusively rely upon a
      representation (which, upon the request of the Trustee, shall be a written
      representation) from the Depositor of the status of such transferee as an
      affiliate of the Depositor. Notwithstanding
      the provisions of the immediately preceding sentence, no restrictions shall
      apply with respect to the transfer or registration of transfer of a beneficial
      interest in any Certificate that is a Global Certificate of a Class to a
      transferee that takes delivery in the form of a beneficial interest in the
      Global Certificate of such Class provided that each such transferee shall be
      deemed to have made such representations and warranties contained in the Rule
      144A and Related Matters Certificate as are sufficient to establish that it
      is a
      QIB. The Depositor shall provide to any Holder of a Private Certificate and
      any
      prospective transferee designated by any such Holder, information regarding
      the
      related Certificates and the Mortgage Loans and such other information as shall
      be necessary to satisfy the condition to eligibility set forth in Rule
      144A(d)(4) for Transfer of any such Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A. The Trustee and the Master Servicer shall cooperate with the Depositor
      in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence. Each Holder of a Private Certificate desiring to effect
      such
      Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
      the Sellers and the Master Servicer against any liability that may result if
      the
      Transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of any Class CE Certificate shall be made unless the proposed
      transferee of such Class CE Certificate (1) provides to the Trustee the
      appropriate tax certification form that would eliminate any withholding or
      deduction for taxes from amounts payable by the Swap Provider, pursuant to
      the
      Swap Agreement, to the Swap Administrator on behalf of the Supplemental Interest
      Trust (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as
      applicable (or any successor form thereto), together with any applicable
      attachments) and (2) agrees to update such form (a) upon expiration of any
      such
      form, (b) as required under then applicable U.S. Treasury regulations and (c)
      promptly upon learning that such form has become obsolete or incorrect, each
      as
      a condition to such transfer. In addition, no transfer of any Class CE
      Certificate shall be made if such transfer would cause the Supplemental Interest
      Trust to be beneficially owned by two or more persons for federal income tax
      purposes, or continue to be so treated, unless (i) each proposed transferee
      of
      such Class CE Certificate complies with the foregoing conditions and (ii) the
      proposed majority holder of the Class CE Certificates (or each holder, if there
      is or would be no majority holder) (A) provides, or causes to be provided,
      on
      behalf of the Supplemental Interest Trust, if applicable, to the Trustee, the
      appropriate tax certification form that would be required from the Supplemental
      Interest Trust to eliminate any withholding or deduction for taxes from amounts
      payable by the Swap Provider, pursuant to the Swap Agreement, to the Swap
      Administrator on behalf of the Supplemental Interest Trust (i.e., IRS Form
      W-9
      or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor
      form thereto), together with any applicable attachments) and (B) agrees to
      update such form (x) upon expiration of any such form, (y) as required under
      then applicable U.S. Treasury regulations and (z) promptly upon learning that
      such form has become obsolete or incorrect. If, under applicable U.S. Treasury
      regulations, such tax certification form may only be signed by a trustee acting
      on behalf of the Supplemental Interest Trust, then the Supplemental Interest
      Trust Trustee shall sign such certification form if so requested by a holder
      of
      the Class CE Certificates. Upon receipt of any tax certification form pursuant
      to the conditions set forth in this paragraph from a holder of any Class CE
      Certificate, the Trustee shall forward such tax certification form to the
      Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
      shall forward such tax certification form provided to it to the Swap Provider.
      Each holder of a Class CE Certificate and each transferee thereof shall be
      deemed to have consented to the Supplemental Interest Trust Trustee forwarding
      to the Swap Provider any tax certification form it has provided and updated
      in
      accordance with these transfer restrictions.
      Any
      purported sales or transfers of any Class CE Certificate to a transferee which
      does not comply with the requirements of this paragraph shall be deemed null
      and
      void under this Agreement.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each beneficial owner of
      a
      Class A Certificate or Class M Certificate or any interest therein, shall be
      deemed to have represented by virtue of its acquisition or holding of the
      Offered Certificate, or interest therein that either (i) such transferee is
      not
      an employee benefit plan subject to Section 406 of ERISA or a plan subject
      to
      Section 4975 of the Code (either a “Plan”), or a Person acting on behalf of a
      Plan or using the assets of a Plan, or (ii) the transferee provides a
      representation, or is deemed to represent in the case of the Global Certificate
      that (A) such plan is an accredited investor within the meaning of the Exemption
      and (B) the proposed transfer or holding of such Certificate and the separate
      right to receive payments from the Supplemental Interest Trust are eligible
      for
      exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14,
      PTCE 91-38, PTCE 90-1, PTCE 95-60 or PTCE 96-23. 

     

    Subsequent
      to the termination of the Supplemental Interest Trust, each beneficial owner
      of
      a Class M Certificate or any interest therein shall be deemed to have
      represented, by virtue of its acquisition or holding of that certificate or
      interest therein, that either (a)(i) it is not a Plan or investing with “Plan
      Assets”, (ii) it has acquired and is holding such certificate in reliance on the
      Exemption, and that it understands that there are certain conditions to the
      availability of the Exemption, including that the certificate must be rated,
      at
      the time of purchase, not lower than “BBB-” (or its equivalent) by S&P,
      Fitch or Moody’s, and the certificate is so rated or (iii) (1) it is an
      insurance company, (2) the source of funds used to acquire or hold the
      certificate or interest therein is an “insurance company general account,” as
      such term is defined in PTCE 95-60, and (3) the conditions in Sections I and
      III
      of PTCE 95-60 have been satisfied.

     

    Neither
      the Trustee nor the Master Servicer will be required to monitor, determine
      or
      inquire as to compliance with the transfer restrictions with respect to the
      Global Certificates. Any attempted or purported transfer of any Certificate
      in
      violation of the provisions of this Section 6.02 shall be void ab initio and
      such Certificate shall be considered to have been held continuously by the
      prior
      permitted Certificateholder. Any transferor of any Certificate in violation
      of
      such provisions, shall indemnify and hold harmless the Trustee and the Master
      Servicer from and against any and all liabilities, claims, costs or expenses
      incurred by the Trustee or the Master Servicer as a result of such attempted
      or
      purported transfer. Neither the Trustee nor the Master Servicer shall have
      any
      liability for transfer of any such Global Certificates in or through book-entry
      facilities of any Depository or between or among Depository Participants or
      Certificate Owners made in violation of the transfer restrictions set forth
      herein. Neither
      the Trustee nor the Master Servicer shall be required to monitor, determine
      or
      inquire as to compliance with the transfer restrictions with respect to any
      ERISA Restricted Certificate that is a Book-Entry Certificate, and neither
      the Trustee nor the Master Servicer shall have any liability for transfers
      of
      any such Book-Entry Certificates made through the book-entry facilities of
      any
      Depository or between or among participants of the Depository or Certificate
      Owners made in violation of the transfer restrictions set forth herein. Neither
      the Trustee nor the Master Servicer shall be under any liability to any Person
      for any registration or transfer of any ERISA Restricted Certificate that is
      in
      fact not permitted by this Section 6.02(h) or for making any payments due on
      such Certificate to the Holder thereof or taking any other action with respect
      to such Holder under the provisions of this Agreement. The Trustee shall be
      entitled, but not obligated, to recover from any Holder of any ERISA Restricted
      Certificate that was in fact a Plan or a Person acting on behalf of a Plan
      at
      the time it became a Holder or, at such subsequent time as it became a Plan
      or
      Person acting on behalf of a Plan, all payments made on such ERISA Restricted
      Certificate at and after either such time. Any such payments so recovered by
      the
      Trustee shall be paid and delivered by the Trustee to the last preceding Holder
      of such Certificate that is not a Plan or Person acting on behalf of a
      Plan.

     

    No
      Transfer of a Class CE, Class P or Residual Certificate shall be made unless
      either (i) the transferee of such Certificate provides a representation, or
      is
      deemed to represent in the case of a Global Certificate, to the Trustee and
      the
      Master Servicer acceptable to and in form and substance satisfactory to the
      Trustee and the Master Servicer, to the effect that such transferee is not
      a
      Plan, or a Person acting on behalf of a Plan or using the assets of a Plan,
      or
      (ii) in the case of any such Certificate presented for registration in the
      name
      of a Plan, or a trustee of a Plan or any other person acting on behalf of a
      Plan, the Trustee shall have received an Opinion of Counsel for the benefit
      of
      the Trustee and the Master Servicer and on which they may rely, satisfactory
      to
      the Trustee, to the effect that the purchase and holding of such Certificate
      are
      permissible under applicable law, will not result in any prohibited transactions
      under ERISA or Section 4975 of the Code and will not subject the Trustee, the
      Master Servicer or the Depositor to any obligation in addition to those
      expressly undertaken in this Agreement, which Opinion of Counsel shall not
      be an
      expense of the Trustee, the Master Servicer or the Depositor.

     

    (i)  Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)  No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trustee shall not register the Transfer
      of any Residual Certificate unless, in addition to the certificates required
      to
      be delivered to the Trustee under subsection (h) above, the Trustee shall have
      been furnished with an affidavit and agreement of the initial owner or the
      proposed transferee in the form attached hereto as Exhibit C (a “Transferee
      Affidavit”) and an affidavit of the transferor in the form attached hereto as
      Exhibit Q (a “Transferor Affidavit”).

     

    (iii)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transferee Affidavit from any Person for whom
      such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Residual Certificate, (C) not to Transfer its Ownership Interest in a Residual
      Certificate or to cause the Transfer of an Ownership Interest in a Residual
      Certificate to any other Person if it has actual knowledge that such Person
      is
      not a Permitted Transferee and (D) to provide the Trustee and the Depositor
      with
      a Tranferor Affidavit.

     

    (iv)  Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 6.02(i) shall be
      absolutely null and void and shall vest no rights in the purported transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 6.02(i), then the last preceding
      Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of Transfer of such Residual
      Certificate. The Trustee shall be under no liability to any Person for any
      registration of Transfer of a Residual Certificate that is in fact not permitted
      by Section 6.02(h) and this Section 6.02(i) or for making any payments due
      on
      such Certificate to the Holder thereof or taking any other action with respect
      to such Holder under the provisions of this Agreement so long as the Transfer
      was registered after receipt of the related Transferee Affidavit and Transferor
      Affidavit. The Trustee shall be entitled but not obligated to recover from
      any
      Holder of a Residual Certificate that was in fact not a Permitted Transferee
      at
      the time it became a Holder or, at such subsequent time as it became other
      than
      a Permitted Transferee, all payments made on such Residual Certificate at and
      after either such time. Any such payments so recovered by the Trustee shall
      be
      paid and delivered by the Trustee to the last preceding Permitted Transferee
      of
      such Certificate.

     

    (v)  The
      Master Servicer shall make available within 60 days of written request from
      the
      Trustee, all information necessary to compute any tax imposed under Section
      860E(e) of the Code as a result of a Transfer of an Ownership Interest in a
      Residual Certificate to any Holder who is not a Permitted
      Transferee.

     

    The
      restrictions on Transfers of a Residual Certificate set forth in this Section
      6.02(i) shall cease to apply (and the applicable portions of the legend on
      a
      Residual Certificate may be deleted) with respect to Transfers occurring after
      delivery to the Trustee of an Opinion of Counsel addressed to the Trustee,
      which
      Opinion of Counsel shall not be an expense of the Trustee, the Sellers or the
      Master Servicer to the effect that the elimination of such restrictions, or
      any
      Transfer allowed by the elimination of such restrictions, will not cause REMIC
      I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI, as applicable, to fail
      to
      qualify as a REMIC at any time that the Certificates are outstanding or result
      in the imposition of any tax on the Trust Fund, a Certificateholder or another
      Person. Each Person holding or acquiring any Ownership Interest in a Residual
      Certificate hereby consents to any amendment of this Agreement that, based
      on an
      Opinion of Counsel addressed to the Trustee and furnished to the Trustee, is
      reasonably necessary (a) to ensure that the record ownership of, or any
      beneficial interest in, a Residual Certificate is not transferred, directly
      or
      indirectly, to a Person that is not a Permitted Transferee and (b) to provide
      for a means to compel the Transfer of a Residual Certificate that is held by
      a
      Person that is not a Permitted Transferee to a Holder that is a Permitted
      Transferee.

     

    (j)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Trustee, the
      Depositor, the Sellers or the Master Servicer.

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates. 

     

    If
      (a)
      any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any
      Certificate and of the ownership thereof and (b) there is delivered to the
      Trustee such security or indemnity as may be required by them to save each
      of
      them harmless, then, in the absence of notice to the Trustee that such
      Certificate has been acquired by a bona fide purchaser, the Trustee shall
      execute, authenticate and deliver, in exchange for or in lieu of any such
      mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
      Class, tenor and Percentage Interest. In connection with the issuance of any
      new
      Certificate under this Section 6.03, the Trustee may require the payment of
      a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in relation thereto and any other expenses (including the fees and expenses
      of
      the Trustee) connected therewith. Any replacement Certificate issued pursuant
      to
      this Section 6.03 shall constitute complete and indefeasible evidence of
      ownership in the Trust Fund, as if originally issued, whether or not the lost,
      stolen or destroyed Certificate shall be found at any time. All Certificates
      surrendered to the Trustee under the terms of this Section 6.03 shall be
      canceled and destroyed by the Trustee in accordance with its standard procedures
      without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners. 

     

    The
      Trustee and any agent of the Trustee may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and neither the Trustee nor any agent of the Trustee shall be
      affected by any notice to the contrary.

     

    Section
      6.05  Access
      to List of Certificateholders’ Names and Addresses. 

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Trustee, (b) state that such Certificateholders desire to communicate with
      other
      Certificateholders with respect to their rights under this Agreement or under
      the Certificates, and (c) provide a copy of the communication that such
      Certificateholders propose to transmit or if the Depositor or the Master
      Servicer shall request such information in writing from the Trustee, then the
      Trustee shall, within ten Business Days after the receipt of such request,
      provide the Depositor, the Master Servicer or such Certificateholders at such
      recipients’ expense the most recent list of the Certificateholders of the Trust
      Fund held by the Trustee, if any. The Depositor and every Certificateholder,
      by
      receiving and holding a Certificate, agree that the Trustee shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      6.06  Book-Entry
      Certificates. 

     

    The
      Regular Certificates (other than the Class CE Certificates and Class P
      Certificates), upon original issuance, shall be issued in the form of one or
      more typewritten Certificates representing the Book-Entry Certificates, to
      be
      delivered to the Depository by or on behalf of the Depositor. Such Certificates
      shall initially be registered on the Certificate Register in the name of the
      Depository or its nominee, and no Certificate Owner of such Certificates will
      receive a definitive certificate representing such Certificate Owner’s interest
      in such Certificates, except as provided in Section 6.08. Unless and until
      definitive, fully registered Certificates (“Definitive Certificates”) have been
      issued to the Certificate Owners of such Certificates pursuant to Section
      6.08:

     

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

     

    (b)  the
      Depositor and the Trustee may deal with the Depository and the Depository
      Participants for all purposes (including the making of distributions) as the
      authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Trustee except
      to
      another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers among
      the Depository Participants and receive and transmit distributions of principal
      and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Trustee may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other provisions
      of
      this Agreement, the provisions of this Section shall control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    The
      Private Certificates shall initially be held in fully registered certificated
      form. If at any time the Holders of all of the Certificates of one or more
      such
      Classes request that the Trustee cause such Class to become Global Certificates,
      the Depositor (with the assistance of the Trustee) will take such action as
      may
      be reasonably required to cause the Depository to accept such Class or Classes
      for trading if it may legally be so traded. If at anytime there are to be Global
      Certificates, the Global Certificates shall be delivered to the Depository
      by
      the Depositor or deposited with the Trustee as custodian for the
      Depository.

     

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

     

    Section
      6.07  Notices
      to Depository. 

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Trustee shall give all such notices and communications
      to the Depository.

     

    Section
      6.08  Definitive
      Certificates. 

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Trustee that the Depository is
      no
      longer willing or able to discharge properly its responsibilities under the
      Depository Agreement with respect to such Certificates and the Depositor is
      unable to locate a qualified successor or (b) the Depositor, with the consent
      of
      Depository Participants, advises the Trustee that it elects to terminate the
      book-entry system with respect to such Certificates through the Depository,
      then
      the Trustee shall notify all Certificate Owners of such Certificates, through
      the Depository, of the occurrence of any such event and of the availability
      of
      Definitive Certificates to applicable Certificate Owners requesting the same.
      The Depositor shall provide the Trustee with an adequate inventory of
      certificates to facilitate the issuance and transfer of Definitive Certificates.
      Upon surrender to the Trustee of any such Certificates by the Depository,
      accompanied by registration instructions from the Depository for registration,
      the Trustee shall countersign and deliver such Definitive Certificates. Neither
      the Depositor nor the Trustee shall be liable for any delay in delivery of
      such
      instructions and each may conclusively rely on, and shall be protected in
      relying on, such instructions.

     

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

     

    Section
      6.09  Maintenance
      of Office or Agency. 

     

    The
      Trustee will maintain or cause to be maintained at its expense an office or
      offices or agency or agencies at the Corporate Trust Office where Certificates
      may be surrendered for registration of transfer or exchange. The Trustee
      initially designates its Corporate Trust Office, as the office for such
      purposes. The Trustee will give prompt written notice to the Certificateholders
      of any change in such location of any such office or agency.

     

     

     

    ARTICLE
      VII


    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor and the Master Servicer. 

     

    Each
      of
      the Depositor, and the Master Servicer shall be liable in accordance herewith
      only to the extent of the obligations specifically imposed upon and undertaken
      by it herein.

     

    Section
      7.02  Merger
      or Consolidation of the Depositor or the Master Servicer. 

     

    (a)  Each
      of
      the Depositor and the Master Servicer will keep in full force and effect its
      existence, rights and franchises as a corporation under the laws of the state
      of
      its incorporation, and will obtain and preserve its qualification to do business
      as a foreign corporation in each jurisdiction in which such qualification is
      or
      shall be necessary to protect the validity and enforceability of this Agreement,
      the Certificates or any of the Mortgage Loans and to perform its duties under
      this Agreement.

     

    (b)  Any
      Person into which the Depositor or the Master Servicer may be merged or
      consolidated, or any corporation resulting from any merger or consolidation
      to
      which the Depositor or the Master Servicer shall be a party, or any Person
      succeeding to the business of the Depositor or the Master Servicer, shall be
      the
      successor of the Depositor or the Master Servicer hereunder, without the
      execution or filing of any paper or further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     

    Section
      7.03  Indemnification
      of the Trustee and the Master Servicer. 

     

    (a)  The
      Master Servicer agrees to indemnify the Indemnified Persons including LaSalle
      Bank National Association as Trustee and in its individual capacity only to
      the
      extent of its performance of its duties hereunder, and to hold them harmless
      against, any loss, liability or expense (including reasonable legal fees and
      disbursements of counsel) incurred on their part that may be sustained in
      connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement, including any powers of attorney delivered pursuant to this
      Agreement, the Custodial Agreement or the Certificates (i) related to the Master
      Servicer’s failure to perform its duties in compliance with this Agreement
      (except as any such loss, liability or expense shall be otherwise reimbursable
      pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s
      willful misfeasance, bad faith or gross negligence in the performance of duties
      hereunder or by reason of reckless disregard of obligations and duties
      hereunder, provided, in each case, that with respect to any such claim or legal
      action (or pending or threatened claim or legal action), the Trustee shall
      have
      given the Master Servicer and the Seller written notice thereof promptly after
      the Trustee shall have with respect to such claim or legal action knowledge
      thereof; provided, however that the failure to give such notice shall not
      relieve the Master Servicer of its indemnification obligations hereunder. This
      indemnity shall survive the resignation or removal of the Trustee or Master
      Servicer and the termination of this Agreement.

     

    (b)  The
      Seller will indemnify any Indemnified Person including LaSalle Bank National
      Association as Trustee and in its individual capacity only to the extent of
      its
      performance of its duties hereunder for any loss, liability or expense of any
      Indemnified Person not otherwise paid or covered pursuant to subsection (a)
      above.

     

    Section
      7.04  Limitations
      on Liability of the Depositor, the Master Servicer and Others. 

     

    Subject
      to the obligation of the Master Servicer to indemnify the Indemnified Persons
      pursuant to Section 7.03:

     

    (a)  Neither
      the Depositor, the Master Servicer nor any of the directors, officers, employees
      or agents of the Depositor and the Master Servicer shall be under any liability
      to the Indemnified Persons, the Trust Fund or the Certificateholders for taking
      any action or for refraining from taking any action in good faith pursuant
      to
      this Agreement, or for errors in judgment; provided, however, that this
      provision shall not protect the Depositor, the Master Servicer or any such
      Person against any breach of warranties or representations made herein or any
      liability which would otherwise be imposed by reason of such Person’s willful
      misfeasance, bad faith or gross negligence in the performance of duties or
      by
      reason of reckless disregard of obligations and duties hereunder.

     

    (b)  The
      Depositor, the Master Servicer and any director, officer, employee or agent
      of
      the Depositor and the Master Servicer may rely in good faith on any document
      of
      any kind prima facie properly executed and submitted by any Person respecting
      any matters arising hereunder.

     

    (c)  The
      Depositor, the Master Servicer, LaSalle Bank National Association as Trustee
      and
      in its individual capacity only to the extent of its performance of its duties
      hereunder, the Custodian and any director, officer, employee or agent of the
      Depositor, the Master Servicer, the Trustee, the Custodian shall be indemnified
      by the Trust and held harmless thereby against any loss, liability or expense
      (including reasonable legal fees and disbursements of counsel) incurred on
      their
      part that may be sustained in connection with, arising out of, or related to,
      any claim or legal action (including any pending or threatened claim or legal
      action) relating to this Agreement, the Custodial Agreement or the Certificates,
      other than (i) in the case of the Master Servicer, (x) any such loss, liability
      or expense related to the Master Servicer’s failure to perform its duties in
      compliance with this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or (y) any such
      loss, liability or expense incurred by reason of the Master Servicer’s willful
      misfeasance, bad faith or gross negligence in the performance of duties
      hereunder, or by reason of reckless disregard of obligations and duties
      hereunder, (ii) in the case of the Trustee, any such loss, liability or expense
      incurred by reason of the Trustee’s willful misfeasance, bad faith or negligence
      in the performance of its duties hereunder, or by reason of its reckless
      disregard of obligations and duties hereunder and (iii) in the case of the
      Custodian, any such loss, liability or expense incurred by reason of the
      Custodian’s willful misfeasance, bad faith or negligence in the performance of
      its duties under the Custodial Agreement, or by reason of its reckless disregard
      of obligations and duties thereunder.

     

    (d)  Neither
      the Depositor nor the Master Servicer shall be under any obligation to appear
      in, prosecute or defend any legal action that is not incidental to its duties
      under this Agreement and that in its opinion may involve it in any expense
      or
      liability; provided, however, the Master Servicer may in its discretion, with
      the consent of the Trustee (which consent shall not be unreasonably withheld),
      undertake any such action which it may deem necessary or desirable with respect
      to this Agreement and the rights and duties of the parties hereto and the
      interests of the Certificateholders hereunder. In such event, the legal expenses
      and costs of such action and any liability resulting therefrom (expect any
      loss,
      liability or expense incurred by reason of reckless disregard of obligations
      and
      duties hereunder) shall be expenses, costs and liabilities of the Trust Fund,
      and the Master Servicer shall be entitled to be reimbursed therefor out of
      the
      Protected Account as provided by Section 4.02. Nothing in this subsection
      7.04(d) shall affect the Master Servicer’s obligation to service and administer
      the Mortgage Loans pursuant to Article III.

     

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

     

    Section
      7.05  Master
      Servicer Not to Resign. 

     

    Except
      as
      provided in Section 7.07, the Master Servicer shall not resign from the
      obligations and duties hereby imposed on it except (i) with the prior consent
      of
      the Trustee (which consents shall not be unreasonably withheld) or (ii) upon
      a
      determination that any such duties hereunder are no longer permissible under
      applicable law and such impermissibility cannot be cured. Any such determination
      permitting the resignation of the Master Servicer shall be evidenced by an
      Opinion of Counsel, addressed to and delivered to, the Trustee. No such
      resignation by the Master Servicer shall become effective until the Trustee
      or a
      successor to the Master Servicer reasonably satisfactory to the Trustee shall
      have assumed the responsibilities and obligations of the Master Servicer in
      accordance with Section 8.02 hereof. The Trustee shall notify the Rating Agency
      of the resignation of the Master Servicer.

     

    Section
      7.06  Successor
      Master Servicer. 

     

    In
      connection with the appointment of any Successor Master Servicer or the
      assumption of the duties of the Master Servicer, the Trustee may make such
      arrangements for the compensation of such Successor Master Servicer out of
      payments on the Mortgage Loans as the Trustee and such Successor Master Servicer
      shall agree. If the Successor Master Servicer does not agree that such market
      value is a fair price, such Successor Master Servicer shall obtain two
      quotations of market value from third parties actively engaged in the servicing
      of single family mortgage loans. In no event shall the compensation of any
      Successor Master Servicer exceed that permitted the Master Servicer hereunder
      without the consent of all of the Certificateholders.

     

    Section
      7.07  Sale
      and Assignment of Master Servicing. 

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation (a) shall be a Person which shall be qualified to service mortgage
      loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less
      than
      $15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
      (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
      in a writing signed by the Trustee); and (d) shall execute and deliver to the
      Trustee an agreement, in form and substance reasonably satisfactory to the
      Trustee, which contains an assumption by such Person of the due and punctual
      performance and observance of each covenant and condition to be performed or
      observed by it as master servicer under this Agreement, any custodial agreement
      from and after the effective date of such agreement; (ii) each Rating Agency
      shall be given prior written notice of the identity of the proposed successor
      to
      the Master Servicer and each Rating Agency’s rating of the Certificates in
      effect immediately prior to such assignment, sale and delegation will not be
      downgraded, qualified or withdrawn as a result of such assignment, sale and
      delegation, as evidenced by a letter to such effect delivered to the Master
      Servicer and the Trustee (at the expense of the Master Servicer); and (iii)
      the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the
      Trustee, each stating that all conditions precedent to such action under this
      Agreement have been completed and such action is permitted by and complies
      with
      the terms of this Agreement. No such assignment or delegation shall affect
      any
      liability of the Master Servicer arising prior to the effective date
      thereof.

     

     

     

    ARTICLE
      VIII


    DEFAULT;
      TERMINATION OF MASTER SERVICER

     

    Section
      8.01  Events
      of Default. 

     

    “Event
      of
      Default,” wherever used herein, means any one of the following
      events:

     

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

     

    (ii)  other
      than with respect to clause (vii) below, any failure by the Master Servicer
      to
      observe or perform in any material respect any other of the covenants or
      agreements on the part of the Master Servicer contained in this Agreement or
      any
      breach of a representation or warranty by the Master Servicer, which failure
      or
      breach shall continue unremedied for a period of 60 days after the date on
      which
      written notice of such failure shall have been given to Master Servicer by
      the
      Trustee or the Depositor, or to the Trustee and the Master Servicer by the
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      evidenced by the Certificates;

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises for the appointment of a receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Master Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of 60 consecutive
      days;

     

    (iv)  the
      Master Servicer shall consent to the appointment of a receiver or liquidator
      in
      any insolvency, readjustment of debt, marshalling of assets and liabilities
      or
      similar proceedings of or relating to the Master Servicer or all or
      substantially all of the property of the Master Servicer;

     

    (v)  the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of, or commence a
      voluntary case under, any applicable insolvency or reorganization statute,
      make
      an assignment for the benefit of its creditors, or voluntarily suspend payment
      of its obligations;

     

    (vi)  the
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Sections 7.05 or 7.07; 

     

    (vii)  failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14 or 3.16; or

     

    (viii)  The
      Master Servicer fails to deposit, or cause to be deposited, in the Distribution
      Account any Advance (other than a Nonrecoverable Advance) by 5:00 p.m. New
      York
      City time on the Distribution Account Deposit Date.

     

    If
      an
      Event of Default shall occur, then, and in each and every such case, so long
      as
      such Event of Default shall not have been remedied, the Trustee may, and at
      the
      direction of the Holders of Certificates evidencing not less than 25% of the
      Voting Rights evidenced by the Certificates, the Trustee shall in the case
      of
      any Event of Default described in clauses (i) through (vii) above, by notice
      in
      writing to the Master Servicer and the Swap Provider (with a copy to each Rating
      Agency), terminate all of the rights and obligations of the Master Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof,
      other than its rights as a Certificateholder hereunder. Notwithstanding
      anything to the contrary contained in this Agreement, the Trustee shall only
      terminate the Master Servicer for an Event of Default as described in clause
      (vii) above upon direction from the Depositor. On
      or
      after the receipt by the Master Servicer of such written notice, all authority
      and power of the Master Servicer hereunder, whether with respect to the Mortgage
      Loans or otherwise, shall pass to and be vested in the Trustee, or any successor
      appointed pursuant to Section 8.02 (a “Successor Master Servicer”). Such
      Successor Master Servicer shall thereupon if such Successor Master Servicer
      is a
      successor to the Master Servicer, make any Advance required by Article V,
      subject, in the case of the Trustee, to Section 8.02. The Trustee is hereby
      authorized and empowered to execute and deliver, on behalf of the terminated
      Master Servicer, as attorney- in-fact or otherwise, any and all documents and
      other instruments, and to do or accomplish all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of any Mortgage Loans and
      related documents, or otherwise. Unless expressly provided in such written
      notice, no such termination shall affect any obligation of the Master Servicer
      to pay amounts owed pursuant to Article VII or Article IX. The Master Servicer
      agrees to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights hereunder, including, without limitation,
      the transfer to the applicable Successor Master Servicer of all cash amounts
      which shall at the time be credited to the Protected Account maintained pursuant
      to Section 4.02, or thereafter be received with respect to the applicable
      Mortgage Loans. The Trustee shall promptly notify the Rating Agency of the
      occurrence of an Event of Default known to the Trustee.

     

    Notwithstanding
      any termination of the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to receive, out of any late collection of a Scheduled
      Payment on a Mortgage Loan that was due prior to the notice terminating the
      Master Servicer’s rights and obligations as Master Servicer hereunder and
      received after such notice, that portion thereof to which the Master Servicer
      would have been entitled pursuant to Sections 4.02 and to receive any other
      amounts payable to the Master Servicer hereunder the entitlement to which arose
      prior to the termination of its activities hereunder.

     

    Notwithstanding
      the foregoing, if an Event of Default described in clause (viii) of this Section
      8.01 shall occur, the Trustee shall, by notice in writing to the Master
      Servicer, which may be delivered by telecopy, immediately terminate all of
      the
      rights and obligations of the Master Servicer thereafter arising under this
      Agreement, but without prejudice to any rights it may have as a
      Certificateholder or to reimbursement of Advances and other advances of its
      own
      funds, and the Trustee shall act as provided in Section 8.02 to carry out the
      duties of the Master Servicer, including the obligation to make any Advance
      the
      nonpayment of which was an Event of Default described in clause (viii) of this
      Section 8.01. Any such action taken by the Trustee must be prior to the
      distribution on the relevant Distribution Date.

     

    Section
      8.02  Trustee
      to Act; Appointment of Successor. 

     

    On
      and
      after the time the Master Servicer receives a notice of termination pursuant
      to
      Section 8.01 hereof the Trustee shall automatically become the successor to
      the
      Master Servicer with respect to the transactions set forth or provided for
      herein and after a transition period (not to exceed 90 days), shall be subject
      to all the responsibilities, duties and liabilities relating thereto placed
      on
      the Master Servicer by the terms and provisions hereof; provided, however that,
      pursuant to Article V hereof, the Trustee in its capacity as Successor Master
      Servicer shall be responsible for making any Advances required to be made by
      the
      Master Servicer immediately upon the termination of the Master Servicer and
      any
      such Advance shall be made on the Distribution Date on which such Advance was
      required to be made by the predecessor Master Servicer. Effective on the date
      of
      such notice of termination, as compensation therefor, the Trustee shall be
      entitled to all compensation, reimbursement of expenses and indemnification
      that
      the Master Servicer would have been entitled to if it had continued to act
      hereunder, provided, however, that the Trustee shall not be (i) liable for
      any
      acts or omissions of the Master Servicer, (ii) obligated to make Advances if
      it
      is prohibited from doing so under applicable law, (iii) responsible for expenses
      of the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit
      losses on any Permitted Investment directed by the Master Servicer.
      Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to
      so
      act, or shall, if it is prohibited by applicable law from making Advances
      pursuant to Article V or if it is otherwise unable to so act, appoint, or
      petition a court of competent jurisdiction to appoint, any established mortgage
      loan servicing institution the appointment of which does not adversely affect
      the then current rating of the Certificates by each Rating Agency as the
      successor to the Master Servicer hereunder in the assumption of all or any
      part
      of the responsibilities, duties or liabilities of the Master Servicer hereunder.
      Any Successor Master Servicer shall (i) be an institution that is a Fannie
      Mae
      and Freddie Mac approved seller/servicer in good standing, that has a net worth
      of at least $15,000,000, (ii) be acceptable to the Trustee (which consent shall
      not be unreasonably withheld) and (iii) be willing to act as successor servicer
      of any Mortgage Loans under this Agreement, and shall have executed and
      delivered to the Depositor and the Trustee an agreement accepting such
      delegation and assignment, that contains an assumption by such Person of the
      rights, powers, duties, responsibilities, obligations and liabilities of the
      Master Servicer (other than any liabilities of the Master Servicer hereof
      incurred prior to termination of the Master Servicer under Section 8.01 or
      as
      otherwise set forth herein), with like effect as if originally named as a party
      to this Agreement, provided that each Rating Agency shall have acknowledged
      in
      writing that its rating of the Certificates in effect immediately prior to
      such
      assignment and delegation will not be qualified or reduced as a result of such
      assignment and delegation. If the Trustee assumes the duties and
      responsibilities of the Master Servicer in accordance with this Section 8.02,
      the Trustee shall not resign as Master Servicer until a Successor Master
      Servicer has been appointed and has accepted such appointment. Pending
      appointment of a successor to the Master Servicer hereunder, the Trustee, unless
      the Trustee is prohibited by law from so acting, shall act in such capacity
      as
      hereinabove provided. In connection with such appointment and assumption, the
      Trustee may make such arrangements for the compensation of such successor out
      of
      payments on Mortgage Loans or otherwise as it and such successor shall agree;
      provided that no such compensation unless agreed to by the Certificateholders
      shall be in excess of that permitted the Master Servicer hereunder. The Trustee
      and such successor shall take such action, consistent with this Agreement,
      as
      shall be necessary to effectuate any such succession. Neither the Trustee nor
      any other Successor Master Servicer shall be deemed to be in default hereunder
      by reason of any failure to make, or any delay in making, any distribution
      hereunder or any portion thereof or any failure to perform, or any delay in
      performing, any duties or responsibilities hereunder, in either case caused
      by
      the failure of the Master Servicer to deliver or provide, or any delay in
      delivering or providing, any cash, information, documents or records to
      it.

     

    The
      costs
      and expenses of the Trustee in connection with the termination of the Master
      Servicer, appointment of a Successor Master Servicer and, if applicable, any
      transfer of servicing, including, without limitation, all costs and expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Trustee to correct any errors or insufficiencies in the servicing data or
      otherwise to enable the Trustee or the Successor Master Servicer to service
      the
      Mortgage Loans properly and effectively, to the extent not paid by the
      terminated Master Servicer, shall be payable to the Trustee pursuant to Section
      9.05. Any successor to the Master Servicer as successor servicer under any
      Subservicing Agreement shall give notice to the applicable Mortgagors of such
      change of servicer and shall, during the term of its service as successor
      servicer maintain in force the policy or policies that the Master Servicer
      is
      required to maintain pursuant to Section 3.08.

     

    Section
      8.03  Notification
      to Certificateholders. 

     

    (a)  Upon
      any
      termination of or appointment of a successor to the Master Servicer, the Trustee
      shall give prompt written notice thereof to Certificateholders, the Swap
      Provider and to each Rating Agency.

     

    (b)  Within
      60
      days after the occurrence of any Event of Default, the Trustee shall transmit
      by
      mail to all Certificateholders and the Swap Provider notice of each such Event
      of Default hereunder actually known to a Responsible Officer of the Trustee,
      unless such Event of Default shall have been cured or waived.

     

    Section
      8.04  Waiver
      of Defaults. 

     

    The
      Trustee shall transmit by mail to all Certificateholders and the Swap Provider,
      within 60 days after the occurrence of any Event of Default actually known
      to a
      Responsible Officer of the Trustee, unless such Event of Default shall have
      been
      cured, notice of each such Event of Default hereunder known to the Trustee.
      The
      Holders of Certificates evidencing over 50% of the Voting Rights may, on behalf
      of all Certificateholders, waive any default by the Master Servicer in the
      performance of its obligations hereunder and the consequences thereof, except
      a
      default in the making of or the causing to be made of any required distribution
      on the Certificates. Upon any such waiver of a past default, such default shall
      be deemed to cease to exist, and any Event of Default arising therefrom shall
      be
      deemed to have been timely remedied for every purpose of this Agreement. No
      such
      waiver shall extend to any subsequent or other default or impair any right
      consequent thereon except to the extent expressly so waived. The Trustee shall
      give notice of any such waiver to the Rating Agency.

     

     

     

    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE

     

    Section
      9.01  Duties
      of Trustee. 

     

    (a)  The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred, undertakes to perform
      such duties and only such duties as are specifically set forth in this Agreement
      as duties of the Trustee. If an Event of Default has occurred and has not been
      cured or waived, the Trustee shall exercise such of the rights and powers vested
      in it by this Agreement, and the same degree of care and skill in their
      exercise, as a prudent person would exercise under the circumstances in the
      conduct of such Person’s own affairs.

     

    (b)  Upon
      receipt of all resolutions, certificates, statements, opinions, reports,
      documents, orders or other instruments which are specifically required to be
      furnished to the Trustee pursuant to any provision of this Agreement, the
      Trustee shall examine them to determine whether they are in the form required
      by
      this Agreement; provided, however, that the Trustee shall not be responsible
      for
      the accuracy or content of any resolution, certificate, statement, opinion,
      report, document, order or other instrument furnished by the Master Servicer;
      provided, further, that the Trustee shall not be responsible for the accuracy
      or
      verification of any calculation provided to it pursuant to this
      Agreement.

     

    (c)  On
      each
      Distribution Date, the Trustee shall make monthly distributions and the final
      distribution to the Certificateholders from funds in the Distribution Account
      as
      provided in Sections 5.04 and 10.01 herein.

     

    (d)  No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct; provided, however, that:

     

    (i)  Prior
      to
      the occurrence of an Event of Default, and after the curing or waiver of all
      such Events of Default which may have occurred, the duties and obligations
      of
      the Trustee shall be determined solely by the express provisions of this
      Agreement, the Trustee shall not be liable except for the performance of their
      respective duties and obligations as are specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee and, in the absence of bad faith on the part of the Trustee,
      the Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the requirements of this
      Agreement;

     

    (ii)  The
      Trustee shall not be liable in its individual capacity for an error of judgment
      made in good faith by a Responsible Officer or Responsible Officers of the
      Trustee unless it shall be proved that the Trustee was negligent in ascertaining
      the pertinent facts;

     

    (iii)  The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with the directions of
      the
      Holders of Certificates evidencing not less than 25% of the aggregate Voting
      Rights of the Certificates (or such other percentage as specifically set forth
      herein), if such action or non-action relates to the time, method and place
      of
      conducting any proceeding for any remedy available to the Trustee or exercising
      any trust or other power conferred upon the Trustee under this
      Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default or Event of Default unless a Responsible Officer of
      the
      Trustee shall have actual knowledge thereof. In the absence of such knowledge,
      the Trustee may conclusively assume there is no such default or Event of
      Default;

     

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

     

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

     

    (vii)  None
      of
      the Master Servicer, the Seller, the Depositor or the Trustee shall be
      responsible for the acts or omissions of the other, it being understood that
      this Agreement shall not be construed to render them partners, joint venturers
      or agents of one another.

     

    The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers, if there is reasonable ground for
      believing that the repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Master Servicer.

     

    (e)  All
      funds
      received by the Trustee and required to be deposited in the Distribution Account
      pursuant to this Agreement will be promptly so deposited by the
      Trustee.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee. 

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee may rely and shall be protected in acting or refraining from acting
      in
      reliance on any resolution or certificate of the Seller or the Master Servicer,
      any certificates of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

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

     

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

     

    (iv)  The
      Trustee shall not be liable in its individual capacity for any action taken,
      suffered or omitted by it in good faith and believed by it to be authorized
      or
      within the discretion or rights or powers conferred upon it by this
      Agreement;

     

    (v)  The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing to do so by Holders of Certificates evidencing
      not
      less than 25% of the aggregate Voting Rights of the Certificates and provided
      that the payment within a reasonable time to the Trustee of the costs, expenses
      or liabilities likely to be incurred by it in the making of such investigation
      is, in the opinion of the Trustee reasonably assured to the Trustee by the
      security afforded to it by the terms of this Agreement. The Trustee may require
      reasonable indemnity against such expense or liability as a condition to taking
      any such action. The reasonable expense of every such examination shall be
      paid
      by the Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, agents or attorneys; provided,
      however, that the Trustee may not appoint any paying agent to perform any paying
      agent functions under this Agreement without the express written consent of
      the
      Master Servicer, which consents will not be unreasonably withheld. The Trustee
      shall not be liable or responsible for the misconduct or negligence of any
      of
      the Trustee’s agents or attorneys or paying agent appointed hereunder by the
      Trustee with due care and, when required, with the consent of the Master
      Servicer;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted hereunder, except
      as
      provided in subsection 9.07; and

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement.

     

    (b)  The
      Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
      are
      hereby directed by the Depositor to execute, deliver and perform its respective
      obligations under the Swap Administration Agreement and to perform the
      obligations of the Trustee, the Swap Administrator and the Supplemental Interest
      Trust Trustee, respectively, thereunder on the Closing Date and thereafter
      on
      behalf of the Holders of the Certificates (and any amendments or supplements
      to
      the Swap Administration Agreement as may be requested by the Majority Class
      CE
      Certificateholder regarding the distributions to be made to it or its designees
      thereunder). The Seller, the Master Servicer, the Depositor and the
      Certificateholders by acceptance of their Certificates acknowledge and agree
      that the Trustee, the Swap Administrator and the Supplemental Interest Trust
      Trustee shall execute, deliver and perform its respective obligations under
      the
      Swap Administration Agreement and shall do so solely in its capacity as Trustee,
      the Swap Administrator and the Supplemental Interest Trust Trustee and not
      in
      its individual capacity. Amounts payable by the Trustee on any Distribution
      Date
      to the Swap Administrator shall be paid by the Trustee as provided herein.
      The
      Trustee, the Swap Administrator and the Supplemental Interest Trust Trustee
      in
      its individual capacity shall have no responsibility for any of the
      undertakings, agreements or representations by it with respect to the Swap
      Administration Agreement, including, without limitation, for making any payments
      thereunder.

     

    It
      is
      acknowledged and agreed that the Person serving as Trustee hereunder shall
      also
      serve as Swap Administrator under the Swap Administration Agreement and act
      as a
      Supplemental Interest Trust Trustee under the Swap Agreement. The Swap
      Administrator shall not have any liability for any failure or delay in payments
      to the Trust which are required under the Swap Administration Agreement where
      such failure or delay is due to the failure or delay of the Swap Provider in
      making such payment to the Swap Administrator. LaSalle Bank National Association
      in its individual capacity and as Swap Administrator, the Trustee and the
      Supplemental Interest Trust Trustees shall be entitled to be indemnified and
      held harmless by the Trust from and against any and all losses, claims, expenses
      or other liabilities that arise by reason of or in connection with the
      performance or observance by each of the Swap Administrator, the Trustee and
      the
      Supplemental Interest Trust Trustees of its duties or obligations under the
      Swap
      Agreement or the Swap Administration Agreement, except to the extent that the
      same is due to the Swap Administrator’s, the Trustee’s or the Supplemental
      Interest Trust Trustees’ gross negligence, willful misconduct or fraud. Any
      Person appointed as successor trustee pursuant to Section 9.09 shall also be
      required to serve as successor Swap Administrator and successor supplemental
      interest trust trustee under the Swap Agreement and the Swap Administration
      Agreement.

     

    Section
      9.03  Trustee
      Not Liable for Certificates or Mortgage Loans. 

     

    The
      recitals contained herein and in the Certificates (other than the signature
      and
      countersignature of the Trustee on the Certificates) shall be taken as the
      statements of the Depositor, and the Trustee shall not have any responsibility
      for their correctness. The Trustee makes no representation as to the validity
      or
      sufficiency of the Certificates (other than the signature and countersignature
      of the Trustee on the Certificates) or of any Mortgage Loan except as expressly
      provided in Sections 2.02 and 2.06 hereof; provided, however, that the foregoing
      shall not relieve the Trustee, or the Custodian on its behalf, of the obligation
      to review the Mortgage Files pursuant to Section 2.02 of this Agreement. The
      Trustee’s signature and countersignature (or countersignature of its agent) on
      the Certificates shall be solely in its capacity as Trustee and shall not
      constitute the Certificates an obligation of the Trustee in any other capacity.
      The Trustee shall not be accountable for the use or application by the Depositor
      of any of the Certificates or of the proceeds of such Certificates, or for
      the
      use or application of any funds paid to the Depositor with respect to the
      Mortgage Loans. Subject to Section 2.06, the Trustee shall not be responsible
      for the legality or validity of this Agreement or any document or instrument
      relating to this Agreement, the validity of the execution of this Agreement
      or
      of any supplement hereto or instrument of further assurance, or the validity,
      priority, perfection or sufficiency of the security for the Certificates issued
      hereunder or intended to be issued hereunder. The Trustee shall not at any
      time
      have any responsibility or liability for or with respect to the legality,
      validity and enforceability of any Mortgage or any Mortgage Loan, or the
      perfection and priority of any Mortgage or the maintenance of any such
      perfection and priority, or for or with respect to the sufficiency of the Trust
      Fund or its ability to generate the payments to be distributed to
      Certificateholders, under this Agreement. The Trustee shall not be responsible
      for filing any financing or continuation statement in any public office at
      any
      time or to otherwise perfect or maintain the perfection of any security interest
      or lien granted to it hereunder or to record this Agreement.

     

    Section
      9.04  Trustee
      May Own Certificates. 

     

    The
      Trustee in its individual capacity or in any capacity other than as Trustee
      hereunder may become the owner or pledgee of any Certificates with the same
      rights it would have if it were not the Trustee and may otherwise deal with
      the
      parties hereto.

     

    Section
      9.05  Trustee’s
      Fees and Expenses. 

     

    The
      Trustee will be entitled to recover from the Distribution Account pursuant
      to
      Section 4.05, the Trustee Fee, all reasonable out of pocket expenses,
      disbursements and advances and the expenses of the Trustee in connection with
      any Event of Default (or anything related thereto, including any determination
      that an Event of Default does or does not exist), any breach of this Agreement
      or any claim or legal action (including any pending or threatened claim or
      legal
      action) incurred or made by the Trustee in the administration of the trusts
      hereunder (including the reasonable compensation, expenses and disbursements
      of
      its counsel) except any such expense, disbursement or advance as may arise
      from
      its negligence or intentional misconduct or which is the responsibility of
      the
      Certificateholders hereunder. If funds in the Distribution Account are
      insufficient therefor, the Trustee shall recover such expenses, disbursements
      or
      advances from the Depositor and the Depositor hereby agrees to pay such
      expenses, disbursements or advances. Such compensation and reimbursement
      obligation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust.

     

    Section
      9.06  Eligibility
      Requirements for Trustee. 

     

    The
      Trustee and any successor Trustee shall during the entire duration of this
      Agreement be a state bank or trust company or a national banking association
      organized and doing business under the laws of a state or the United States
      of
      America, authorized under such laws to exercise corporate trust powers, having
      a
      combined capital and surplus and undivided profits of at least $50,000,000,
      subject to supervision or examination by federal or state authority and rated
      “BBB” or higher by Fitch with respect to their long-term rating and rated “BBB”
or higher by S&P and “Baa2” or higher by Moody’s with respect to any
      outstanding long-term unsecured unsubordinated debt, and, in the case of a
      successor Trustee other than pursuant to Section 9.10, rated in one of the
      two
      highest long-term debt categories by each Rating Agency (at least “AA-” in the
      case of S&P) or otherwise acceptable to, each of the Rating Agencies and
      have a short-term debt rating of at least “A-1” from S&P, or otherwise
      acceptable to, S&P. The Trustee shall not be an Affiliate of the Master
      Servicer. If the Trustee publishes reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purposes of this Section 9.06 the combined capital
      and
      surplus of such corporation shall be deemed to be its total equity capital
      (combined capital and surplus) as set forth in its most recent report of
      condition so published. In case at any time the Trustee shall cease to be
      eligible in accordance with the provisions of this Section 9.06, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      9.08.

     

    Section
      9.07  Insurance. 

     

    The
      Trustee, at its own expense, shall at all times maintain and keep in full force
      and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii)
      forgery insurance (which may be collectively satisfied by a “Financial
      Institution Bond” and/or a “Bankers’ Blanket Bond”); provided, that such
      insurance may be provided through self-insurance so long as the Trustee is
      rated
“A” or better by S&P and “A1” or better by Moody’s. All such insurance shall
      be in amounts, with standard coverage and subject to deductibles, as are
      customary for insurance typically maintained by banks or their affiliates which
      act as custodians for investor-owned mortgage pools. A certificate of an officer
      of the Trustee as to the Trustee’s compliance with this Section 9.07 shall be
      furnished to any Certificateholder upon reasonable written request.

     

    Section
      9.08  Resignation
      and Removal of Trustee. 

     

    The
      Trustee may at any time resign and be discharged from the Trust hereby created
      by giving written notice thereof to the Depositor, the Seller and the Master
      Servicer, with a copy to the Rating Agency and the Swap Provider. Upon receiving
      such notice of resignation, the Depositor shall promptly appoint a successor
      trustee by written instrument, in triplicate, one copy of which instrument
      shall
      be delivered to each of the resigning Trustee and the successor trustee. If
      no
      successor trustee shall have been so appointed and have accepted appointment
      within 30 days after the giving of such notice of resignation, the resigning
      Trustee may petition any court of competent jurisdiction for the appointment
      of
      a successor trustee.

     

    If
      at any
      time (i) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.06 hereof and shall fail to resign after written request
      thereto by the Depositor, (ii) the Trustee shall become incapable of acting,
      or
      shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or
      of
      its property shall be appointed, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, or (iii)(A) a tax is imposed with
      respect to the Trust Fund by any state in which the Trustee or the Trust Fund
      is
      located, (B) the imposition of such tax would be avoided by the appointment
      of a
      different trustee and (C) the Trustee fails to indemnify the Trust Fund against
      such tax, then the Depositor or the Master Servicer may remove the Trustee
      and
      appoint a successor trustee by written instrument, in multiple copies, a copy
      of
      which instrument shall be delivered to the Trustee, the Master Servicer and
      the
      successor trustee.

     

    The
      Holders evidencing more than 50% of the Voting Rights of each Class of
      Certificates may at any time remove the Trustee and appoint a successor trustee
      by written instrument or instruments, in multiple copies, signed by such Holders
      or their attorneys-in-fact duly authorized, one complete set of which
      instruments shall be delivered by the successor trustee to the Master Servicer,
      the Trustee so removed and the successor trustee so appointed. Notice of any
      removal of the Trustee shall be given to each Rating Agency by the Trustee
      or
      successor trustee.

     

    Any
      resignation or removal of LaSalle Bank National Association as Trustee shall
      also result in the resignation or removal, as applicable, of LaSalle Bank
      National Association as Swap Administrator. Any resignation or removal of the
      Trustee and appointment of a successor trustee pursuant to any of the provisions
      of this Section 9.08 shall become effective upon acceptance of appointment
      by
      the successor trustee as provided in Section 9.09 hereof and upon acceptance
      of
      appointment by a successor Swap Administrator under the Swap Administration
      Agreement.

     

    Section
      9.09  Successor
      Trustee. 

     

    Any
      successor trustee appointed as provided in Section 9.08 hereof shall execute,
      acknowledge and deliver to the Depositor, to its predecessor trustee, the Master
      Servicer an instrument accepting such appointment hereunder and thereupon the
      resignation or removal of the predecessor trustee shall become effective and
      such successor trustee without any further act, deed or conveyance, shall become
      fully vested with all the rights, powers, duties and obligations of its
      predecessor hereunder, with the like effect as if originally named as trustee
      herein.

     

    No
      successor trustee shall accept appointment as provided in this Section 9.09
      unless at the time of such acceptance such successor trustee shall be eligible
      under the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this Section
      9.09, the successor trustee shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates. If the successor trustee fails to
      mail
      such notice within ten days after acceptance of appointment, the Depositor
      shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Section
      9.10  Merger
      or Consolidation of Trustee. 

     

    Any
      corporation, state bank or national banking association into which the Trustee
      may be merged or converted or with which it may be consolidated or any
      corporation, state bank or national banking association resulting from any
      merger, conversion or consolidation to which the Trustee shall be a party,
      or
      any corporation, state bank or national banking association succeeding to
      substantially all of the corporate trust business of the Trustee, shall be
      the
      successor of the Trustee hereunder, provided that such corporation shall be
      eligible under the provisions of Section 9.06 hereof without the execution
      or
      filing of any paper or further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding.

     

    Section
      9.11  Appointment
      of Co-Trustee or Separate Trustee. 

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or property securing any Mortgage Note may at the time be located, the Master
      Servicer and the Trustee acting jointly shall have the power and shall execute
      and deliver all instruments to appoint one or more Persons approved by the
      Trustee to act as co-trustee or co-trustees jointly with the Trustee, or
      separate trustee or separate trustees, of all or any part of the Trust Fund,
      and
      to vest in such Person or Persons, in such capacity and for the benefit of
      the
      Certificateholders, such title to the Trust Fund or any part thereof, whichever
      is applicable, and, subject to the other provisions of this Section 9.11, such
      powers, duties, obligations, rights and trusts as the Master Servicer and the
      Trustee may consider necessary or desirable. If the Master Servicer shall not
      have joined in such appointment within 15 days after the receipt by it of a
      request to do so, or in the case an Event of Default shall have occurred and
      be
      continuing, the Trustee alone shall have the power to make such appointment.
      No
      co-trustee or separate trustee hereunder shall be required to meet the terms
      of
      eligibility as a successor trustee under Section 9.06 and no notice to
      Certificateholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 9.09.

     

    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 Trustee,
      except for the obligation of the Trustee under this Agreement to advance funds
      on behalf of the Master Servicer, shall be conferred or imposed upon and
      exercised or performed by the 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 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 (whether a Trustee hereunder or as a Successor Master
      Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
      such act or acts, in which event such rights, powers, duties and obligations
      (including the holding of title to the Trust Fund 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 Trustee;

     

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

     

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

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Master Servicer and the Depositor.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the 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 Agreement
      on
      its behalf and in its name. If any separate trustee or co- trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    Section
      9.12  Tax
      Matters. 

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Trustee covenants
      and agrees that it shall act as agent (and the Trustee is hereby appointed
      to
      act as agent) on behalf of the Trust Fund. The Trustee, as agent on behalf
      of
      the Trust Fund, shall do or refrain from doing, as applicable, the following:
      (a) the Trustee shall prepare and file, or cause to be prepared and filed,
      in a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish or cause to be
      furnished to Certificateholders the schedules, statements or information at
      such
      times and in such manner as may be required thereby; (b) the Trustee shall
      apply
      for an employer identification number with the Internal Revenue Service via
      a
      Form SS-4 or other comparable method for each REMIC that is or becomes a taxable
      entity, and within thirty days of the Closing Date, furnish or cause to be
      furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may
      be
      required by the Code, the name, title, address, and telephone number of the
      Person that the Holders of the Certificates may contact for tax information
      relating thereto, together with such additional information as may be required
      by such Form, and update such information at the time or times in the manner
      required by the Code for the Trust Fund; (c) the Trustee shall make or cause
      to
      be made elections, on behalf of each REMIC formed hereunder to be treated as
      a
      REMIC on the federal tax return of such REMIC for its first taxable year (and,
      if necessary, under applicable state law); (d) the Trustee shall prepare and
      forward, or cause to be prepared and forwarded, to the Certificateholders and
      to
      the Internal Revenue Service and, if necessary, state tax authorities, all
      information returns and reports as and when required to be provided to them
      in
      accordance with the REMIC Provisions, including without limitation, the
      calculation of any original issue discount using the Prepayment Assumption;
      (e)
      the Trustee shall provide information necessary for the computation of tax
      imposed on the Transfer of a Residual Certificate to a Person that is not a
      Permitted Transferee, or an agent (including a broker, nominee or other
      middleman) of a Person that is not a Permitted Transferee, or a pass-through
      entity in which a Person that is not a Permitted Transferee is the record Holder
      of an interest (the reasonable cost of computing and furnishing such information
      may be charged to the Person liable for such tax); (f) the Trustee shall, to
      the
      extent under its control, conduct the affairs of the Trust Fund at all times
      that any Certificates are outstanding so as to maintain the status of each
      REMIC
      formed hereunder as a REMIC under the REMIC Provisions; (g) the Trustee shall
      not knowingly or intentionally take any action or omit to take any action that
      could (i) cause the termination of the REMIC status of any REMIC formed
      hereunder or (ii) result in the imposition of a tax upon the Trust Fund
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code); (h) the Trustee shall pay, from the sources
      specified in this Section 9.12, the amount of any federal, state and local
      taxes, including prohibited transaction taxes as described below, imposed on
      any
      REMIC formed hereunder prior to the termination of the Trust Fund when and
      as
      the same shall be due and payable (but such obligation shall not prevent the
      Trustee or any other appropriate Person from contesting any such tax in
      appropriate proceedings and shall not prevent the Trustee from withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings); (i) the Trustee shall sign or cause to be signed federal, state
      or
      local income tax or information returns or any other document prepared pursuant
      to this Section 9.12 requiring a signature thereon by the relevant tax
      authorities or other governmental entity; (j) the Trustee shall maintain records
      relating to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Trustee shall, for federal income tax purposes, maintain
      books and records with respect to the REMICs on a calendar year and on an
      accrual basis; (l) the Trustee shall not enter into any arrangement not
      otherwise provided for in this Agreement by which the REMICs will receive a
      fee
      or other compensation for services nor permit the REMICs to receive any income
      from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
      the Code or “permitted investments” as defined in Section 860G(a)(5) of the
      Code; and (m) as and when necessary and appropriate, the Trustee, at the expense
      of the Trust Fund, shall represent the Trust Fund in any administrative or
      judicial proceedings relating to an examination or audit by any governmental
      taxing authority, request an administrative adjustment as to any taxable year
      of
      any REMIC formed hereunder, enter into settlement agreements with any
      governmental taxing agency, extend any statute of limitations relating to any
      tax item of the Trust Fund, and otherwise act on behalf of each REMIC formed
      hereunder in relation to any tax matter involving any such REMIC.

     

    In
      order
      to enable the Trustee to perform its duties as set forth herein, the Depositor
      shall provide, or cause to be provided, to the Trustee within 10 days after
      the
      Closing Date all information or data that the Trustee requests in writing and
      determines to be relevant for tax purposes to the valuations and offering prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flows of the Certificates and the Mortgage Loans.
      Thereafter, the Depositor shall provide to the Trustee promptly upon written
      request therefor, any such additional information or data that the Trustee
      may,
      from time to time, request in order to enable the Trustee to perform its duties
      as set forth herein. The Depositor hereby indemnifies the Trustee for any
      losses, liabilities, damages, claims or expenses of the Trustee arising from
      any
      errors or miscalculations of the Trustee that result from any failure of the
      Depositor to provide, or to cause to be provided, accurate information or data
      to the Trustee on a timely basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any of REMIC I,
      REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in Section
      860F(a)(2) of the Code, on the “net income from foreclosure property” of the
      Trust Fund as defined in Section 860G(c) of the Code, on any contribution to
      any
      of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI after the Startup
      Day pursuant to Section 860G(d) of the Code, or any other tax is imposed,
      including, without limitation, any federal, state or local tax or minimum tax
      imposed upon any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
      VI
and
      is
      not
      paid as otherwise provided for herein, such tax shall be paid (i) by the Master
      Servicer or Trustee, if any such tax arises out of or results from a breach
      by
      the Master Servicer or Trustee of any of its obligations under this Agreement,
      provided, however, in no event shall the Master Servicer have any liability
      (1)
      for any action or omission that is taken in accordance with and compliance
      with
      the express terms of, or which is expressly permitted by the terms of, this
      Agreement, (2) for any losses other than those arising out of a negligent
      performance by the Master Servicer of its duties and obligations set forth
      herein, or (3) for any special or consequential damages to Certificateholders
      (in addition to payment of principal and interest on the Certificates), (ii)
      by
      any party hereto (other than the Master Servicer or Trustee) to the extent
      any
      such tax arises out of or results from a breach by such other party of any
      of
      its obligations under this Agreement or (iii) in all other cases, or in the
      event that any liable party hereto fails to honor its obligations under the
      preceding clauses (i) or (ii), first with amounts otherwise to be distributed
      to
      the Class R Certificateholders, and second with amounts otherwise to be
      distributed to the Holders of the following other Certificates in the following
      order of priority: first,
      to
      the
      Class M-9 Certificates, second, to the Class M-8 Certificates, third, to the
      Class M-7 Certificates, fourth, to the Class M-6 Certificates, fifth, to the
      Class M-5 Certificates, sixth, to the Class M-4 Certificates, seventh, to the
      Class M-3 Certificates, eighth, to the Class M-2 Certificates, ninth, to the
      Class M-1 Certificates, and tenth, to the Class A Certificates (on a
pro
      rata
      basis
      based on the amounts to be distributed). Notwithstanding anything to the
      contrary contained herein, to the extent that such tax is payable by the Holder
      of any such Certificates, the Trustee is hereby authorized to retain on any
      Distribution Date, from the Holders of the Class R Certificates (and, if
      necessary, second, from the Holders of the other relevant Certificates in the
      priority specified in the preceding sentence), funds otherwise distributable
      to
      such Holders in an amount sufficient to pay such tax.
      The
Trustee
      shall
      include in its Monthly Statement amounts allocated to the relevant Certificates,
      taking into account the priorities described in the second preceding sentence.
      The
      Trustee shall promptly notify in writing the party liable for any such tax
      of
      the amount thereof and the due date for the payment thereof.

     

    The
      Trustee and the Master Servicer agree that, in the event it should obtain any
      information necessary for the other party to perform its obligations pursuant
      to
      this Section 9.12, it will promptly notify and provide such information to
      such
      other party.

     

    Notwithstanding
      any other provision of this Agreement, the Trustee shall comply with all federal
      withholding requirements respecting payments to Certificateholders of interest
      or original issue discount that the Trustee reasonably believes are applicable
      under the Code. The consent of Certificateholders shall not be required for
      such
      withholding. In the event the Trustee does withhold any amount from interest
      or
      original issue discount payments or advances thereof to any Certificateholder
      pursuant to federal withholding requirements, the Trustee shall indicate the
      amount withheld to such Certificateholders.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Master Servicer shall act
      in
      accordance herewith to assure continuing treatment of such REMIC as a REMIC,
      and
      the Trustee shall comply with any directions of the Seller or the Master
      Servicer to assure such continuing treatment. In furtherance, but not in
      limitation, of the foregoing, the Trustee and Master Servicer shall not (unless
      expressly permitted under the terms of this Agreement) (a) sell or permit the
      sale of all or any portion of the Mortgage Loans or of any investment of
      deposits in an Account unless such sale is as a result of a repurchase of the
      Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
      Opinion addressed to the Trustee prepared at the expense of the Trust Fund;
      (b)
      other than with respect to a substitution pursuant to the Mortgage Loan Purchase
      Agreement or Section 2.03 of this Agreement, as applicable, accept any
      contribution to any REMIC after the Startup Day without receipt of a REMIC
      Opinion; or (c) acquire any assets for any REMIC other than any REO Property
      after the Startup Day without receipt of a REMIC Opinion.

     

    For
      the
      avoidance of doubt, notwithstanding anything stated to the contrary herein,
      neither the Supplemental Interest Trust Trustee nor the Swap Administrator
      nor
      the Trustee shall have any responsibility for the entity-level tax filing or
      tax
      preparation of the Supplemental Interest Trust.

     

     

     

    ARTICLE
      X


    TERMINATION

     

    Section
      10.01  Termination
      upon Liquidation or Repurchase of all Mortgage Loans. 

     

    (a)  Subject
      to Section 10.03, the obligations and responsibilities of the Depositor, the
      Master Servicer, the Seller and the Trustee created hereby with respect to
      the
      Trust Fund shall terminate upon the earlier of (a) the exercise of the Majority
      Class CE Certificateholder (or its designee) or the Master Servicer, as
      applicable, pursuant to clause (b) below of its right to repurchase all of
      the
      Mortgage Loans (and REO Properties) remaining in the Trust Fund at a price
      (the
“Mortgage Loan Purchase Price”) equal to the sum of (i) 100% of the Stated
      Principal Balance of each Mortgage Loan (other than in respect of REO Property),
      (ii) accrued interest thereon at the applicable Mortgage Rate to, but not
      including, the first day of the month of such purchase, (iii) the appraised
      value of any REO Property in the Trust Fund (up to the Stated Principal Balance
      of the related Mortgage Loan), such appraisal to be conducted by an appraiser
      mutually agreed upon by the Master Servicer and the Trustee, (iv) unreimbursed
      out-of pocket costs of the Master Servicer, including unreimbursed Servicing
      Advances and the principal portion of any unreimbursed Advances, made on the
      Mortgage Loans prior to the exercise of such repurchase right, (v) any
      unreimbursed costs and expenses of the Trustee payable pursuant to Section
      9.05
      or of the Custodian pursuant to the Custodial Agreement, (vi) any Swap
      Termination Payment (which shall include any Net Swap Payment payable to the
      Trust Fund for the final Distribution Date) payable to the Swap Provider which
      remains unpaid or which is due to the exercise of such option (the “Swap
      Optional Termination Payment”) and (b) the later of (i) the maturity or other
      liquidation (or any Advance with respect thereto) of the last Mortgage Loan
      remaining in the Trust Fund and the disposition of all REO Property and (ii)
      the
      distribution to Certificateholders of all amounts required to be distributed
      to
      them pursuant to this Agreement, as applicable. In no event shall the Trust
      Fund
      created hereby continue beyond the earlier of (i) the expiration of 21 years
      from the death of the last survivor of the descendants of Joseph P. Kennedy,
      the
      late Ambassador of the United States to the Court of St. James, living on the
      date hereof and (ii) the Latest Possible Maturity Date.

     

    (b) The
      Majority Class CE Certificateholder shall have right to repurchase all Mortgage
      Loans and related REO Properties at any time at which the aggregate Stated
      Principal Balance of all of the Mortgage Loans in the Trust Fund is not more
      than 10% of the aggregate Cut-off Date Principal Balance of all of the Mortgage
      Loans. If the Majority Class CE Certificateholder does not exercise this option,
      the Master Servicer has the right to repurchase all Mortgage Loans and related
      REO Properties pursuant to clause (a) in Section 10.01(a), conditioned upon
      the
      Stated Principal Balance of all of the Mortgage Loans in the Trust Fund, at
      the
      time of any such repurchase, aggregating 5% or less of the aggregate Cut-off
      Date Principal Balance of all of the Mortgage Loans. If the Majority Class
      CE
      Certificateholder or the Master Servicer elects to terminate the Trust Fund
      pursuant to this Section 10.01 (such termination, an “Optional Termination”),
      the Majority Class CE Certificateholder or the Master Servicer, as applicable,
      shall, at least 20 days prior to the last date on which notice of such Optional
      Termination is required to be mailed to the Certificateholders pursuant to
      10.02(ii), notify in writing (which may be done in electronic format) the
      Depositor, the Master Servicer, the Trustee and the Swap Provider of the final
      Distribution Date on which the Majority Class CE Certificateholder or the Master
      Servicer, as applicable, intends to terminate the Trust Fund. 

     

    (c) In
      connection with any Optional Termination, four Business Days prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.01(b),
      the Trustee shall, no later than 4:00 pm New York City time on such day, request
      in writing (which may be done by facsimile) and by phone from the Swap Provider
      the amount of the Estimated Swap Termination Payment (as defined in the Swap
      Agreement) and otherwise in accordance with the notice requirements of Part
      5(c)(v) of the Swap Agreement. The Swap Provider shall, no later than 2:00
      pm on
      the following Business Day, notify in writing (which may be done in electronic
      format) the Trustee of the amount of the Estimated Swap Termination Payment
      (as
      defined in the Swap Agreement) the Trustee shall promptly on the same day notify
      the Majority Class CE Certificateholder or the Master Servicer, as applicable,
      of the amount of the Estimated Swap Termination Payment. 

     

    (d) Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.01(b), (i) the Majority Class CE
      Certificateholder or the Master Servicer, as applicable, shall, no later than
      1:00 pm New York City time on such day, deposit funds in the Distribution
      Account in an amount equal to the sum of the Mortgage Loan Purchase Price (other
      than the Swap Optional Termination Payment) and the Estimated Swap Termination
      Payment, and (ii) if the Trustee shall have determined that the aggregate Stated
      Principal Balance of all of the Mortgage Loans in the Trust Fund as of the
      related Determination Date is not more than 10% of the aggregate Cut-off Date
      Principal Balance of all of the Mortgage Loans or 5% of the aggregate Cut-off
      Date Principal Balance of all of the Mortgage Loans, as applicable, and that
      all
      other requirements of the Optional Termination have been met, including without
      limitation, the deposit required pursuant to this clause (d) as well as the
      requirements specified in Section 10.03, then the Trustee shall, on the same
      Business Day, provide written notice to the Majority Class CE Certificateholder,
      the Depositor, the Master Servicer, the Supplemental Interest Trust Trustee,
      the
      Trustee, the Custodian and the Swap Provider (in accordance with the applicable
      provision of the Swap Agreement) confirming (a) its receipt of the Mortgage
      Loan
      Purchase Price (other than the Swap Optional Termination Payment) and the
      Estimated Swap Termination Payment and (b) that all other requirements of the
      Optional Termination have been met. Upon the Trustee’s providing the notice
      described in the preceding sentence, the Optional Termination shall become
      irrevocable, the notice to Certificateholders of such Optional Termination
      provided pursuant to the second paragraph of Section 10.02 shall become
      unrescindable, the Swap Provider shall determine the Swap Optional Termination
      Payment in accordance with the Swap Agreement, and the Swap Provider shall
      provide to the Trustee written notice of the amount of the Swap Optional
      Termination Payment not later than one Business Day prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.02(ii)
      and in the event that the Trustee fails to provide the notice described in
      the
      preceding sentence, any notice provided under Section 10.01(b) shall be deemed
      rescinded. 

     

    (e) In
      connection with any Optional Termination, only an amount equal to the Mortgage
      Loan Purchase Price less any Swap Optional Termination Payment shall be made
      available for distribution to the Regular Certificates. Any Estimated Swap
      Termination Payment deposited into the Distribution Account by the Majority
      Class CE Certificateholder or the Master Servicer, as applicable, shall be
      withdrawn by the Trustee from the Distribution Account on the related final
      Distribution Date and distributed as follows: (i) to the Supplemental Interest
      Trust for payment to the Swap Provider in accordance with Section 3.21(c),
      an
      amount equal to the Swap Optional Termination Amount calculated pursuant to
      the
      Swap Agreement, provided that in no event shall the amount distributed to the
      Swap Provider in respect of the Swap Optional Termination Amount exceed the
      Estimated Swap Termination Payment, and (ii) to the Majority Class CE
      Certificateholder or the Master Servicer, as applicable, an amount equal to
      the
      excess, if any, of the Estimated Swap Termination Payment over the Swap Optional
      Termination Payment. The Swap Optional Termination Payment shall not be part
      of
      any REMIC and shall not be paid into any account which is part of any
      REMIC.

     

    (f) Upon
      receipt by the Custodian of notice from the Trustee pursuant to Section 10.01(d)
      and the receipt by the Custodian of a Request for Release therefor, the
      Custodian shall promptly release to the Master Servicer, as applicable the
      Mortgage Files for the Mortgage Loans and the Trustee shall execute and deliver
      any documents prepared and delivered to it which are necessary to transfer
      any
      REO Property.

     

    (g)
       Notwithstanding
      the foregoing, the provisions of Section 7.03 hereof shall survive the
      termination of this Agreement.

     

    Section
      10.02  Final
      Distribution on the Certificates. 

     

    (i) If
      on any
      Determination Date, (i) the Master Servicer determines that there are no
      Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
      than the funds in the Protected Account, the Master Servicer shall direct the
      Trustee to send a final distribution notice promptly to each Certificateholder
      or (ii) the Trustee determines that a Class of Certificates shall be retired
      after a final distribution on such Class, the Trustee shall notify the
      Certificateholders within five (5) Business Days after such Determination Date
      that the final distribution in retirement of such Class of Certificates is
      scheduled to be made on the immediately following Distribution Date. Any final
      distribution made pursuant to the immediately preceding sentence will be made
      only upon presentation and surrender of the related Certificates at the
      Corporate Trust Office of the Trustee. If the Majority Class CE
      Certificateholder or the Master Servicer, as applicable, elects to terminate
      the
      Trust Fund pursuant to Section 10.01, at least 20 days prior to the date notice
      is to be mailed to the Certificateholders, the Majority Class CE
      Certificateholder or the Master Servicer, as applicable, shall notify the
      Depositor, the Swap Provider and the Trustee of the date the Majority Class
      CE
      Certificateholder or the Master Servicer, as applicable, intends to terminate
      the related Sub-Trust. The Majority Class CE Certificateholder or the Master
      Servicer, as applicable, shall remit the Mortgage Loan Purchase Price to the
      Trustee two Business Days prior to the Distribution Date for such Optional
      Termination by the Majority Class CE Certificateholder or the Master Servicer,
      as applicable.

     

    (ii) Notice
      of
      any termination of the Trust Fund, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee by letter
      to Certificateholders mailed not later than two Business Days after the
      Determination Date in the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of Certificates at
      the
      office therein designated, (b) the amount of such final distribution, (c) the
      location of the office or agency at which such presentation and surrender must
      be made and (d) that the Record Date otherwise applicable to such Distribution
      Date is not applicable, distributions being made only upon presentation and
      surrender of the Certificates at the office therein specified. The Trustee
      will
      give such notice to each Rating Agency at the time such notice is given to
      Certificateholders.

     

    (iii) In
      the
      event such notice is given, the Master Servicer shall cause all funds in the
      Protected Account to be remitted to the Trustee for deposit in the Distribution
      Account on two Business Days prior to the applicable Distribution Date in an
      amount equal to the final distribution in respect of the Certificates. Upon
      such
      final deposit with respect to the Trust Fund and the receipt by the Trustee
      of a
      Request for Release therefor, the Trustee or the Custodian shall promptly
      release to the Seller as applicable the Mortgage Files for the Mortgage Loans
      and the Trustee shall execute and deliver any documents prepared and delivered
      to it which are necessary to transfer any REO Property.

     

    (iv) Upon
      presentation and surrender of the related Certificates, the Trustee shall cause
      to be distributed to Certificateholders of each Class the amounts allocable
      to
      such Certificates held in the Distribution Account in the order and priority
      set
      forth in Section 5.04 hereof on the final Distribution Date and in proportion
      to
      their respective Percentage Interests.

     

    (v) In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six months after the date specified in the above mentioned
      written notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within six months after the
      second notice all the applicable Certificates shall not have been surrendered
      for cancellation, the Trustee may take appropriate steps, or may appoint an
      agent to take appropriate steps, to contact the remaining Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within one year after the second notice all Certificates shall not have been
      surrendered for cancellation, the Class R Certificateholders shall be entitled
      to all unclaimed funds and other assets of the Trust Fund that remain subject
      hereto.

     

    Section
      10.03  Additional
      Termination Requirements. 

     

    (a)  Upon
      exercise by the Majority Class CE Certificateholder or the Master Servicer,
      as
      applicable, of its purchase option as provided in Section 10.01, the Trust
      Fund
      shall be terminated in accordance with the following additional requirements,
      unless the Trustee has been supplied with an Opinion of Counsel addressed to
      the
      Trustee, at the expense of the Majority Class CE Certificateholder or the Master
      Servicer, as applicable, to the effect that the failure of the Trust Fund to
      comply with the requirements of this Section 10.03 will not (i) result in the
      imposition of taxes on “prohibited transactions” of a REMIC, or (ii) cause a
      REMIC to fail to qualify as a REMIC at any time that any Certificates are
      outstanding:

     

    (1)  The
      Majority Class CE Certificateholder or the Master Servicer, as applicable,
      shall
      establish a 90-day liquidation period and notify the Trustee thereof, and the
      Trustee shall in turn specify the first day of such period in a statement
      attached to the tax return for each of REMIC I, REMIC II, REMIC III, REMIC
      IV,
      REMIC V and REMIC VI pursuant to Treasury Regulation Section 1.860F-1. The
      Majority Class CE Certificateholder or the Master Servicer, as applicable,
      shall
      satisfy all the requirements of a qualified liquidation under Section 860F
      of
      the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
      obtained at the expense of the Majority Class CE Certificateholder or the Master
      Servicer, as applicable;

     

    (2)  During
      such 90-day liquidation period, and at or prior to the time of making the final
      payment on the Certificates, the Trustee shall sell all of the assets of REMIC
      I
      for cash; and

     

    (3)  At
      the
      time of the making of the final payment on the Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, to the Holders
      of
      the Residual Certificates all cash on hand (other than cash retained to meet
      claims), and REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall
      terminate at that time.

     

    (b)  By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the
      adoption of a 90-day liquidation period and the adoption of a plan of complete
      liquidation for the REMICs, which authorization shall be binding upon all
      successor Certificateholders.

     

    (c)  The
      Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
      of
      complete liquidation meeting the requirements for a qualified liquidation under
      Section 860F of the Code and any regulations thereunder upon the written request
      of the Majority Class CE Certificateholder or the Master Servicer, as
      applicable, and the receipt of the Opinion of Counsel referred to in Section
      10.03(a)(1) and to take such other action in connection therewith as may be
      reasonably requested by the Majority Class CE Certificateholder or the Master
      Servicer, as applicable.

     

     

     

    ARTICLE
      XI


    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01  Amendment. 

     

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

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders, the parties hereto
      may at any time and from time to time amend this Agreement to modify, eliminate
      or add to any of its provisions to such extent as shall be necessary or
      appropriate to maintain the qualification of any of REMIC I, REMIC II, REMIC
      III, REMIC IV, REMIC V or REMIC VI as a REMIC under the Code or to avoid or
      minimize the risk of the imposition of any tax on any of REMIC I, REMIC II,
      REMIC III, REMIC IV, REMIC V or REMIC VI pursuant to the Code that would be
      a
      claim against any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC
      VI
      at any time prior to the final redemption of the Certificates, provided that
      the
      Trustee has been provided an Opinion of Counsel addressed to the Trustee, which
      opinion shall be an expense of the party requesting such opinion but in any
      case
      shall not be an expense of the Trustee or the Trust Fund, to the effect that
      such action is necessary or appropriate to maintain such qualification or to
      avoid or minimize the risk of the imposition of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto with
      the
      consent of Holders of the Certificates evidencing over 50% of the Voting Rights,
      or with the consent of Holders of each Class of Certificates affected thereby,
      evidencing over 50% of the Voting Rights of that Class, as applicable, for
      the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of this Agreement or of modifying in any manner the rights
      of
      the Holders of Certificates; provided that no such amendment shall (i) reduce
      in
      any manner the amount of, or delay the timing of, payments required to be
      distributed on any Certificate without the consent of the Holder of such
      Certificate, (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
      or
      REMIC VI to cease to qualify as a REMIC or (iii) reduce the aforesaid
      percentages of Certificates of each Class the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of all
      Certificates of such Class then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel addressed to the Trustee, which opinion shall be an expense of the
      party
      requesting such amendment but in any case shall not be an expense of the
      Trustee, to the effect that such amendment will not (other than an amendment
      pursuant to clause (ii) of, and in accordance with, the preceding paragraph)
      cause the imposition of any tax on any of REMIC I, REMIC II, REMIC III, REMIC
      IV, REMIC V or REMIC VI or the Certificateholders or cause any of REMIC I,
      REMIC
      II, REMIC III, REMIC IV, REMIC V or REMIC VI to cease to qualify as a REMIC
      at
      any time that any Certificates are outstanding. Further, nothing in this
      Agreement shall require the Trustee to enter into an amendment without receiving
      an Opinion of Counsel, satisfactory to the Trustee that (i) such amendment
      is
      permitted and is not prohibited by this Agreement and that all requirements
      for
      amending this Agreement (including any consent of the applicable
      Certificateholders) have been complied with.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the Depositor, the
      Master Servicer or the Trustee shall enter into any amendment that could
      reasonably be expected to have a material adverse effect on the interests of
      the
      Swap Provider (excluding, for the avoidance of doubt, any amendment to the
      Pooling and Servicing Agreement that is entered into solely for the purpose
      of
      appointing a successor servicer, master servicer, trustee or other service
      provider) without the prior written consent of the Swap Provider, which consent
      shall not be unreasonably withheld, conditioned or delayed.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder, the Swap Provider and
      each Rating Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section to
      approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    Section
      11.02  Recordation
      of Agreement; Counterparts. 

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Master Servicer shall effect such recordation at the Trust’s
      expense upon the request in writing of a Certificateholder, but only if such
      direction is accompanied by an Opinion of Counsel (provided at the expense
      of
      the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      11.03  Governing
      Law. 

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

     

    Section
      11.04  Intention
      of Parties. 

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sellers to the
      Depositor, and by the Depositor to the Trustee be, and be construed as, an
      absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Seller to the Depositor, or by the Depositor to the
      Trustee. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sellers or the Depositor, as
      applicable, or if for any other reason the Mortgage Loan Purchase Agreement
      or
      this Agreement is held or deemed to create a security interest in such assets,
      then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
      be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) the conveyance provided for in the
      Mortgage Loan Purchase Agreement from the Sellers to the Depositor, and the
      conveyance provided for in this Agreement from the Depositor to the Trustee,
      shall be deemed to be an assignment and a grant by the Sellers or the Depositor,
      as applicable, for the benefit of the Certificateholders of a security interest
      in all of the assets that constitute the Trust Fund, whether now owned or
      hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    Section
      11.05  Notices. 

     

    (a)  The
      Trustee shall use its best efforts to promptly provide notice to each Rating
      Agency with respect to each of the following of which a Responsible Officer
      of
      the Trustee has actual knowledge:

     

    (i)  Any
      material change or amendment to this Agreement;

     

    (ii)  The
      occurrence of any Event of Default that has not been cured;

     

    (iii)  The
      resignation or termination of the Master Servicer or the Trustee and the
      appointment of any successor;

     

    (iv)  The
      repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
      3.19 and 10.01; and

     

    (v)  The
      final
      payment to Certificateholders.

     

    (b)  All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Bear Stearns Asset Backed Securities I LLC, 383 Madison Avenue, New York, New
      York 10179, Attention: Chief Counsel, and with respect to Regulation AB
      notifications to the Depositor at regabnotifications@bear.com; (ii)
      in
      the case of the Seller or the Master Servicer, EMC Mortgage Corporation, 2780
      Lake Vista Drive, Lewisville, Texas 75067 (Facsimile: (469) 759-4714),
      attention: General Counsel, or such other address as may be hereafter furnished
      to the other parties hereto by the Master Servicer in writing; (iii) in the
      case
      of the Trustee, at each Corporate Trust Office or such other address as the
      Trustee may hereafter furnish to the other parties hereto,
      (iv) in
      the case of Bear Stearns Financial Products Inc., 383 Madison Avenue, New York,
      New York 10179 and (v) in the case of Moody’s Investors Service, Inc., 99 Church
      Street, New York, New York 10007, Attention: Home Equity Monitoring, the Master
      Servicer or the Trustee under this Agreement shall be effective only upon
      receipt. Any notice required or permitted to be mailed to a Certificateholder,
      unless otherwise provided herein, shall be given by first-class mail, postage
      prepaid, at the address of such Certificateholder as shown in the Certificate
      Register; any notice so mailed within the time prescribed in this Agreement
      shall be conclusively presumed to have been duly given, whether or not the
      Certificateholder receives such notice.

     

    Section
      11.06  Severability
      of Provisions. 

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      11.07  Assignment. 

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 7.02, this Agreement may not be assigned by the Master Servicer, EMC
      (on
      its own behalf as Seller and on behalf of Master Funding) or the
      Depositor.

     

    Section
      11.08  Limitation
      on Rights of Certificateholders. 

     

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

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      or
      the obligations of the parties hereto, nor shall anything herein set forth
      or
      contained in the terms of the Certificates be construed so as to constitute
      the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third party by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as hereinbefore provided, the Holders
      of Certificates evidencing not less than 25% of the Voting Rights evidenced
      by
      the Certificates shall also have made written request to the Trustee to
      institute such action, suit or proceeding in its own name as Trustee hereunder
      and shall have offered to the Trustee such reasonable indemnity as it may
      require against the costs, expenses, and liabilities to be incurred therein
      or
      thereby, and the Trustee for 60 days after its receipt of such notice, request
      and offer of indemnity shall have neglected or refused to institute any such
      action, suit or proceeding; it being understood and intended, and being
      expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders. For the protection and enforcement
      of
      the provisions of this Section 11.08, each and every Certificateholder or the
      Trustee shall be entitled to such relief as can be given either at law or in
      equity.

     

    Section
      11.09  Inspection
      and Audit Rights. 

     

    The
      Master Servicer agrees that, on reasonable prior notice, it will permit any
      representative of the Depositor or the Trustee during the Master Servicer’s
      normal business hours, to examine all the books of account, records, reports
      and
      other papers of the Master Servicer relating to the Mortgage Loans, to make
      copies and extracts therefrom, to cause such books to be audited by independent
      certified public accountants selected by the Depositor and the Trustee and
      to
      discuss its affairs, finances and accounts relating to such Mortgage Loans
      with
      its officers, employees and independent public accountants (and by this
      provision the Master Servicer hereby authorizes such accountants to discuss
      with
      such representative such affairs, finances and accounts), all at such reasonable
      times and as often as may be reasonably requested. Any out-of-pocket expense
      incident to the exercise by the Depositor or the Trustee of any right under
      this
      Section 11.09 shall be borne by the party requesting such inspection, subject
      to
      such party’s right to reimbursement hereunder (in the case of the Trustee,
      pursuant to Section 9.05 hereof.

     

    Section
      11.10  Certificates
      Nonassessable and Fully Paid. 

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    Section
      11.11  Third
      Party Rights. 

     

    The
      Swap
      Provider shall be an express third-party beneficiary of this Agreement to the
      extent of its express rights to receive any payments under this Agreement
or
      any
      other express
      rights of
      the
      Swap Provider explicitly
      stated in this Agreement,
      and
      shall have the right to enforce such rights under this Agreement as if it were
      a
      party hereto. The Swap Administrator shall be an express third-party beneficiary
      of this Agreement to the extent of its express rights to receive any payments
      under this Agreement or
      any
      other express
      rights of
      the
      Swap Administrator explicitly
      stated in this Agreement,
      and
      shall have the right to enforce such rights under this Agreement as if it were
      a
      party hereto.

     

    


    *
      *
      *

    


     


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

     

    BEAR
      STEARNS ASSET BACKED 

    SECURITIES
      I LLC,

    as
      Depositor

     

    By:
      /s/ Baron Silverstein       


    Name: Baron
      Silverstein

    Title: Vice
      President

     

    EMC
      MORTGAGE CORPORATION,

    as
      Seller
      and as Master Servicer

     

    By:
      /s/ Jenna
      Kemp                 


    Name:
      Jenna Kemp 

    Title:
      Senior Vice President 

     

    LASALLE
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

     

    By:
      /s/ Rita
      Lopez                    


    Name:
      Rita Lopez 

    Title:
      Vice President  

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      this
      28th
      day of
      February, 2007, before me, a notary public in and for said State, appeared
      Baron
      Silverstein, personally known to me on the basis of satisfactory evidence to
      be
      an authorized representative of Bear Stearns Asset Backed Securities I LLC,
      one
      of the companies that executed the within instrument, and also known to me
      to be
      the person who executed it on behalf of such limited liability company and
      acknowledged to me that such limited liability company executed the within
      instrument.

     

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

     

    ______________________________

    Notary
      Public

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF TEXAS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF DALLAS

            	
              )

            	 


    

    


     

    On
      this
      28th
      day of
      February, 2007, before me, a notary public in and for said State, appeared
      __________________, personally known to me on the basis of satisfactory evidence
      to be an authorized representative of EMC Mortgage Corporation, one of the
      corporations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation and acknowledged to me
      that
      such corporation executed the within instrument.

     

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

     

    ______________________________

    Notary
      Public

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF ILLINOIS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF COOK

            	
              )

            	 


    

    


     

    On
      this
      28th
      day of
      February, 2007, before me, a notary public in and for said State, appeared
      ______________, personally known to me on the basis of satisfactory evidence
      to
      be an authorized representative of LaSalle Bank National Association that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of such corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

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

     

    ______________________________

    Notary
      Public

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      EXHIBIT
        A-1

       

      Form
        of
        Class A Certificates

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

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

       

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

       

      PRIOR
        TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
        A
        CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
        6.02(h)
        OF THE POOLING AND SERVICING AGREEMENT. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Certificate
                  No. 1

              	
                Adjustable
                  Rate

              
	 	 
	
                Class
                  [A-1][A-2][A-3][A-4]Senior

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: February 1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of this Certificate as of
                  the
                  Cut-off Date:

                $[__________]

              
	 	 
	
                First
                  Distribution Date:

                March
                  26, 2007 

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $[__________]

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [_____]

              
	 	 
	
                Last
                  Scheduled Distribution Date:

                [____________]

              	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AQ2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [A-1][A-2][A-3][A-4] Certificates with respect to a Trust Fund consisting
        primarily of a pool of conventional, closed-end, first lien, subprime, one-
        to
        four-family fixed and adjustable interest rate mortgage loans sold by BEAR
        STEARNS ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional, closed-end, first lien, subprime, fixed and
        adjustable rate mortgage loans secured by one- to four- family residences
        (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed
        Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
        Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
        servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
        term includes any successors thereto under the Agreement referred to below).
        The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
        as
        of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
        depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
        Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Interest
        on this Certificate will accrue from and including the immediately preceding
        Distribution Date (or with respect to the First Distribution Date, the Closing
        Date) to and including the day prior to the current Distribution Date on
        the
        Certificate Principal Balance hereof at a per annum rate equal to the
        Pass-Through Rate set forth above. The Trustee will distribute on the 25th
        day
        of each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the Business Day immediately preceding
        such Distribution Date so long as such Certificate remains in book-entry
        form
        (and otherwise, the close of business on the last Business Day of the month
        immediately preceding the month of such Distribution Date), an amount equal
        to
        the product of the Percentage Interest evidenced by this Certificate and
        the
        amount (of interest and principal, if any) required to be distributed to
        the
        Holders of Certificates of the same Class as this Certificate. The Assumed
        Final
        Distribution Date is the Distribution Date in the month following the latest
        scheduled maturity date of any Mortgage Loan.

       

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

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of Certificates evidencing
        over 50% of the Voting Rights of the Certificates, or with the consent of
        the
        Holders of each Class of Certificates affected thereby evidencing over 50%
        of
        the Voting Rights of such Class or Classes, as applicable. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in lieu hereof whether or not notation of such
        consent is made upon this Certificate. The Agreement also permits the amendment
        thereof, in certain limited circumstances, without the consent of the Holders
        of
        any of the Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      Prior
        to
        the termination of the Supplemental Interest Trust, any transferee of this
        Certificate shall be deemed to make the representations in Section 6.02(h)
        of
        the Agreement. 

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of Depositor, the Master Servicer, the
        Trustee
        or any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made only on or after the
        first Distribution Date on which the aggregate Stated Principal Balance of
        the
        Mortgage Loans is less than or equal to a certain percentage of the aggregate
        Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
        set
        forth in the Agreement. The exercise of such right will effect the early
        retirement of the Certificates. In no event, however, will the Trust created
        by
        the Agreement continue beyond the earlier of
        (i)
        the expiration of 21 years after the death of certain persons identified
        in the
        Agreement and (ii) the Latest Possible Maturity Date (as defined in the
        Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       

      



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

       

      
        	
                Dated: _________,
                  ____

              	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION

                not
                  in its individual capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class [A-1][A-2][A-3][A-4] Certificates referred to in the
        within-mentioned Agreement.

       

      
        	 	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION

                Authorized
                  signatory of LaSalle Bank National Association, not in its individual
                  capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

       

      
        	 	 	
                .

              
	 	 	 


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       


      EXHIBIT
        A-2

       

      Form
        of
        Class M Certificates

       

      [For
        the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
        M-7,
        Class M-8 and Class M-9] THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT
        TO
        THE SENIOR CERTIFICATES [,] [AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS
        M-2
        CERTIFICATES] [,] [AND] [CLASS M-3 CERTIFICATES] [,] [AND] [CLASS M-4
        CERTIFICATES] [,] [AND] [CLASS M-5 CERTIFICATES] [,] [AND] [CLASS M-6
        CERTIFICATES] [,] [AND] [CLASS M-7 CERTIFICATES] [,] [AND] [CLASS M-8
        CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
        BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

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

       

      EACH
        HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
        THE
        REPRESENTATIONS SET FORTH IN SECTION 6.02(h)
        OF THE POOLING AND SERVICING AGREEMENT.

       

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

       


      
        	
                Certificate
                  No.1

              	
                Adjustable
                  Rate

              
	 	 
	
                Class
                  M-[1][2][3][4][5][6][7][8][9]

                Subordinate

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date: February 1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of this Certificate as of
                  the
                  Cut-off Date:

                $[__________]

              
	 	 
	
                First
                  Distribution Date:

                March
                  26, 2007 

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $[__________]

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [_____]

              
	 	 
	
                Last
                  Scheduled Distribution Date:

                January
                  25, 2037

              	 
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AQ2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        M-[1][2][3][4][5][6][7][8][9] Certificates with respect to a Trust Fund
        consisting primarily of a pool of conventional, closed-end, first lien,
        subprime, one- to four-family fixed and adjustable interest rate mortgage
        loans
        sold by BEAR STEARNS ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional, closed-end, first lien, subprime, fixed and
        adjustable rate mortgage loans secured by one- to four- family residences
        (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed
        Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
        Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
        servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
        term includes any successors thereto under the Agreement referred to below).
        The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
        as
        of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
        depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
        Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Interest
        on this Certificate will accrue from and including the immediately preceding
        Distribution Date (or with respect to the First Distribution Date, the Closing
        Date) to and including the day prior to the current Distribution Date on
        the
        Certificate Principal Balance hereof at a per annum rate equal to the
        Pass-Through Rate set forth above. The Trustee will distribute on the 25th
        day
        of each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the Business Day immediately preceding
        such Distribution Date so long as such Certificate remains in book-entry
        form
        (and otherwise, the close of business on the last Business Day of the month
        immediately preceding the month of such Distribution Date), an amount equal
        to
        the product of the Percentage Interest evidenced by this Certificate and
        the
        amount (of interest and principal, if any) required to be distributed to
        the
        Holders of Certificates of the same Class as this Certificate. The Assumed
        Final
        Distribution Date is the Distribution Date in the month following the latest
        scheduled maturity date of any Mortgage Loan.

       

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

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of Certificates evidencing
        over 50% of the Voting Rights of the Certificates, or with the consent of
        the
        Holders of each Class of Certificates affected thereby evidencing over 50%
        of
        the Voting Rights of such Class or Classes, as applicable. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in lieu hereof whether or not notation of such
        consent is made upon this Certificate. The Agreement also permits the amendment
        thereof, in certain limited circumstances, without the consent of the Holders
        of
        any of the Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      Each
        holder of a Certificate or beneficial ownership shall be deemed to have made
        the
        representations set forth in Section 6.02(h) of the Pooling and Servicing
        Agreement. 

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Master Servicer,
        the
        Trustee or any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made only on or after the
        first Distribution Date on which the aggregate Stated Principal Balance of
        the
        Mortgage Loans is less than or equal to a certain percentage of the aggregate
        Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
        set
        forth in the Agreement. The exercise of such right will effect the early
        retirement of the Certificates. In no event, however, will the Trust created
        by
        the Agreement continue beyond the earlier of (i) the expiration of 21 years
        after the death of certain persons identified in the Agreement and (ii) the
        Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       


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

       

      
        	
                Dated: _________,
                  ____

              	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION,

                not
                  in its individual capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class M-[1][2][3][4][5][6][7][8][9] Certificates referred to in
        the
        within-mentioned Agreement.

       

      
        	 	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION

                Authorized
                  signatory of LaSalle Bank National Association, not in its individual
                  capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       


      EXHIBIT
        A-3

       

      Form
        of
        Class P Certificate

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
        THE
        CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE
        NAMED
        HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
        FORM
        PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
        EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
        IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
        EACH
        CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
        AND
        ANY OTHER APPLICABLE JURISDICTION.

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
        OR
        AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
        OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
        OR
        RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
        4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
        DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
        IN THE
        AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.1

              	
                Percentage
                  Interest: 100%

              
	 	 
	
                Class
                  P

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date: February 1,
                  2007

              	
                Aggregate
                  Initial Certificate Principal Balance of this Certificate as of
                  the
                  Cut-off Date:

                $100.00

              
	 	 
	
                First
                  Distribution Date:

                March
                  26, 2007 

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $100.00

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [_____]

              
	 	 
	
                Last
                  Scheduled Distribution Date:

                January
                  25, 2037

              	 
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AQ2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        P
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional, closed-end, first lien, subprime, one-to-four-family fixed
        and
        adjustable interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED
        SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Bear, Stearns Securities Corp. is the registered owner of
        the
        Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional, closed-end, first lien, subprime, fixed
        and adjustable rate mortgage loans secured by one- to four-family residences
        (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed
        Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
        Corporation (“EMC”) and Master Funding LLC (“Master Funding LLC”, and together
        with EMC, the “Sellers”) to BSABS I. EMC will act as master servicer of the
        Mortgage Loans (in that capacity, the “Master Servicer,” which term includes any
        successors thereto under the Agreement referred to below). The Trust Fund
        was
        created pursuant to the Pooling and Servicing Agreement, dated as of the
        Cut-off
        Date specified above (the “Agreement”), among BSABS I, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as Master Servicer, and
        LaSalle Bank National Association, as trustee (the “Trustee”), a summary of
        certain of the pertinent provisions of which is set forth hereafter. To the
        extent not defined herein, capitalized terms used herein shall have the meaning
        ascribed to them in the Agreement. This Certificate is issued under and is
        subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      The
        Trustee will distribute on the 25th day of each month, or, if such 25th day
        is
        not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the last day (or if such last day is not a Business Day, the
        Business Day immediately preceding such last day) of the calendar month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. 

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Trustee shall require receipt of (i) if such transfer is purportedly being
        made
        in reliance upon Rule 144A under the 1933 Act, written certifications from
        the
        Holder of the Certificate desiring to effect the transfer, and from such
        Holder’s prospective transferee, substantially in the forms attached to the
        Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Trustee or the Master Servicer in their respective capacities as such), together
        with copies of the written certification(s) of the Holder of the Certificate
        desiring to effect the transfer and/or such Holder’s prospective transferee upon
        which such Opinion of Counsel is based. Neither the Depositor nor the Trustee
        is
        obligated to register or qualify the Class of Certificates specified on the
        face
        hereof under the 1933 Act or any other securities law or to take any action
        not
        otherwise required under the Agreement to permit the transfer of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Sellers and the Master Servicer against any
        liability that may result if the transfer is not so exempt or is not made
        in
        accordance with such federal and state laws.

       

      No
        transfer of this Class P Certificate will be made unless either (i) the Trustee
        shall have received the Opinion of Counsel set forth in Section 6.02(h) of
        the
        Agreement or (ii) the transferee of such Certificate provides a representation,
        or a deemed representation in the case of a Global Certificate, under Section
        6.02(h) of the Agreement, in the form as described by the Agreement, to the
        effect that the transferee is not an employee benefit or other plan subject
        to
        the prohibited transaction provisions of ERISA or Section 4975 of the Code
        (a
“Plan”), or any other person (including an investment manager, a named fiduciary
        or a trustee of any Plan) acting, directly or indirectly, on behalf of or
        purchasing any Certificate with “plan assets” of any Plan.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of Certificates evidencing
        over 50% of the Voting Rights of the Certificates, or with the consent of
        the
        Holders of each Class of Certificates affected thereby evidencing over 50%
        of
        the Voting Rights of such Class or Classes, as applicable. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in lieu hereof whether or not notation of such
        consent is made upon this Certificate. The Agreement also permits the amendment
        thereof, in certain limited circumstances, without the consent of the Holders
        of
        any of the Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Master Servicer,
        the
        Trustee or any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made only on or after the
        first Distribution Date on which the aggregate Stated Principal Balance of
        the
        Mortgage Loans is less than or equal to a certain percentage of the aggregate
        Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
        set
        forth in the Agreement. The exercise of such right will effect the early
        retirement of the Certificates. In no event, however, will the Trust created
        by
        the Agreement continue beyond the earlier of (i) the expiration of 21 years
        after the death of certain persons identified in the Agreement and (ii) the
        Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       


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

      executed.

       

      
        	
                Dated: _________,
                  ____

              	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION,

                not
                  in its individual capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class P Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION

                Authorized
                  signatory of LaSalle Bank National Association, not in its individual
                  capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

       

      
        	 	 	 
	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       


      EXHIBIT
        A-4

       

      Form
        of
        Class CE Certificates

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        AND
        THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
        BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
        INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
        DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
        CODE OF
        1986 (THE “CODE”).

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
        FORM
        PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
        EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
        IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
        EACH
        CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
        AND
        ANY OTHER APPLICABLE JURISDICTION.

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
        OR
        AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
        OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
        OR
        RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
        4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
        DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
        IN THE
        AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED TRANSFEREE
        OF
        SUCH CERTIFICATE (1) PROVIDES TO THE TRUSTEE THE APPROPRIATE TAX CERTIFICATION
        FORM THAT WOULD ELIMINATE ANY WITHHOLDING OR DEDUCTION FOR TAXES FROM AMOUNTS
        PAYABLE BY THE SWAP PROVIDER, PURSUANT TO THE SWAP AGREEMENT, TO THE SWAP
        ADMINISTRATOR ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST (I.E., IRS FORM
        W-9
        OR IRS FORM W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR
        FORM THERETO), TOGETHER WITH ANY APPLICABLE ATTACHMENTS) AND (2) AGREES TO
        UPDATE SUCH FORM (A) UPON EXPIRATION OF ANY SUCH FORM, (B) AS REQUIRED UNDER
        THEN APPLICABLE U.S. TREASURY REGULATIONS AND (C) PROMPTLY UPON LEARNING
        THAT
        SUCH FORM HAS BECOME OBSOLETE OR INCORRECT, EACH AS A CONDITION TO SUCH
        TRANSFER. IN ADDITION, NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE IF SUCH
        TRANSFER WOULD CAUSE THE SUPPLEMENTAL INTEREST TRUST TO BE BENEFICIALLY OWNED
        BY
        TWO OR MORE PERSONS FOR FEDERAL INCOME TAX PURPOSES, OR CONTINUE TO BE SO
        TREATED, UNLESS (I) EACH PROPOSED TRANSFEREE OF SUCH CERTIFICATE COMPLIES
        WITH
        THE FOREGOING CONDITIONS, AND (II) THE PROPOSED MAJORITY HOLDER OF THE CLASS
        CE
        CERTIFICATES (OR EACH HOLDER, IF THERE IS OR WOULD BE NO MAJORITY HOLDER)
        (X)
        PROVIDES, OR CAUSES TO BE PROVIDED, ON BEHALF OF THE SUPPLEMENTAL INTEREST
        TRUST, IF APPLICABLE, TO THE TRUSTEE, THE APPROPRIATE TAX CERTIFICATION FORM
        THAT WOULD BE REQUIRED FROM THE SUPPLEMENTAL INTEREST TRUST TO ELIMINATE
        ANY
        WITHHOLDING OR DEDUCTION FOR TAXES FROM AMOUNTS PAYABLE BY THE SWAP PROVIDER,
        PURSUANT TO THE SWAP AGREEMENT, TO THE SWAP ADMINISTRATOR ON BEHALF OF THE
        SUPPLEMENTAL INTEREST TRUST (I.E., IRS FORM W-9 OR IRS FORM W-8BEN, W-8IMY,
        W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO), TOGETHER
        WITH
        ANY APPLICABLE ATTACHMENTS) AND (Y) AGREES TO UPDATE SUCH FORM (A) UPON
        EXPIRATION OF SUCH FORM, (B) AS REQUIRED UNDER THEM APPLICABLE U.S. TREASURY
        REGULATIONS AND (C) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE
        OR
        INCORRECT. UNDER THE AGREEMENT, UPON RECEIPT OF ANY TAX CERTIFICATION FORM
        PURSUANT TO THESE TRANSFER RESTRICTIONS FROM A HOLDER OF THIS CERTIFICATE,
        THE
        TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION FORM TO THE SUPPLEMENTAL INTEREST
        TRUST TRUSTEE. THE SUPPLEMENTAL INTEREST TRUST TRUSTEE SHALL FORWARD SUCH
        TAX
        CERTIFICATION FORM PROVIDED TO IT TO THE SWAP PROVIDER. EACH HOLDER OF THIS
        CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE CONSENTED
        TO THE
        SUPPLEMENTAL INTEREST TRUST TRUSTEE FORWARDING TO THE SWAP PROVIDER ANY TAX
        CERTIFICATION FORM IT HAS PROVIDED AND UPDATED IN ACCORDANCE WITH THESE TRANSFER
        RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS OF THIS CERTIFICATE TO A
        TRANSFEREE WHICH DOES NOT COMPLY WITH THESE REQUIREMENTS SHALL BE DEEMED
        NULL
        AND VOID UNDER THE AGREEMENT. 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. 1

              	
                Percentage
                  Interest: 100%

              
	 	 
	
                Class
                  CE

              	
                Adjustable
                  Rate

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date: February 1, 2007

              	
                Initial
                  Certificate Notional Amount of this Certificate as of the Cut-off
                  Date:

                $[__________]

              
	 	 
	
                First
                  Distribution Date:

                March
                  26, 2007 

              	
                Aggregate
                  Certificate Notional Amount of this Certificate as of the Cut-off
                  Date:

                $[__________]

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [_____]

              
	 	 
	
                Last
                  Scheduled Distribution Date:

                January
                  25, 2037

              	 
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AQ2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        CE
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conventional, closed-end, first lien, subprime, one-to-four family fixed
        and
        adjustable interest rate mortgage loans sold by BEAR STEARNS ASSET BACKED
        SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer or the Trustee
        or any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Bear, Stearns Securities Corp. is the registered owner of
        the
        Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting conventional, closed-end, first lien, fixed and adjustable
        rate mortgage loans secured by one- to four-family residences (collectively,
        the
“Mortgage Loans”) sold by Bear Stearns Asset Backed Securities I LLC (“BSABS
        I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master
        Funding LLC (“Master Funding LLC”, and together with EMC, the “Sellers”) to
        BSABS I. EMC will act as master servicer of the Mortgage Loans (in that
        capacity, the “Master Servicer,” which term includes any successors thereto
        under the Agreement referred to below). The Trust Fund was created pursuant
        to
        the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
        above (the “Agreement”), among BSABS I, as depositor (the “Depositor”), EMC
        Mortgage Corporation, as seller and as Master Servicer, and LaSalle Bank
        National Association, as trustee (the “Trustee”), a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, capitalized terms used herein shall have the meaning ascribed to
        them in
        the Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

       

      The
        Trustee will distribute on the 25th day of each month, or, if such 25th day
        is
        not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the last day (or if such last day is not a Business Day, the
        Business Day immediately preceding such last day) of the calendar month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. 

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Trustee shall require receipt of (i) if such transfer is purportedly being
        made
        in reliance upon Rule 144A under the 1933 Act, written certifications from
        the
        Holder of the Certificate desiring to effect the transfer, and from such
        Holder’s prospective transferee, substantially in the forms attached to the
        Agreement as Exhibit D and either Exhibit E or Exhibit F, as applicable,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Trustee, or the Master Servicer in their respective capacities as such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor
        nor the Trustee is obligated to register or qualify the Class of Certificates
        specified on the face hereof under the 1933 Act or any other securities law
        or
        to take any action not otherwise required under the Agreement to permit the
        transfer of such Certificates without registration or qualification. Any
        Holder
        desiring to effect a transfer of this Certificate shall be required to indemnify
        the Trustee, the Depositor, the Sellers and the Master Servicer against any
        liability that may result if the transfer is not so exempt or is not made
        in
        accordance with such federal and state laws.

       

      No
        transfer of this Class CE Certificate will be made unless either (i) the
        Trustee
        shall have received the Opinion of Counsel set forth in Section 6.02(h) of
        the
        Agreement or (ii) the transferee of such Certificate provides a representation,
        or a deemed representation in the case of a Global Certificate, under Section
        6.02(h) of the Agreement, in the form as described by the Agreement, to the
        effect that the transferee is not an employee benefit or other plan subject
        to
        the prohibited transaction provisions of ERISA or Section 4975 of the Code
        (a
“Plan”), or any other person (including an investment manager, a named fiduciary
        or a trustee of any Plan) acting, directly or indirectly, on behalf of or
        purchasing any Certificate with “plan assets” of any Plan.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of Certificates evidencing
        over 50% of the Voting Rights of the Certificates, or with the consent of
        the
        Holders of each Class of Certificates affected thereby evidencing over 50%
        of
        the Voting Rights of such Class or Classes, as applicable. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in lieu hereof whether or not notation of such
        consent is made upon this Certificate. The Agreement also permits the amendment
        thereof, in certain limited circumstances, without the consent of the Holders
        of
        any of the Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of the Depositor, the Master Servicer,
        the
        Trustee or any such agent shall be affected by notice to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made only on or after the
        first Distribution Date on which the aggregate Stated Principal Balance of
        the
        Mortgage Loans is less than or equal to a certain percentage of the aggregate
        Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
        set
        forth in the Agreement. The exercise of such right will effect the early
        retirement of the Certificates. In no event, however, will the Trust created
        by
        the Agreement continue beyond the earlier of (i) the expiration of 21 years
        after the death of certain persons identified in the Agreement and (ii) the
        Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

       


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

       

      
        	
                Dated: _________,
                  ____

              	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION,

                not
                  in its individual capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class CE Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION

                Authorized
                  signatory of LaSalle Bank National Association, not in its individual
                  capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

       

      
        	 	 	 
	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      
 

      EXHIBIT
        A-5

       

      Form
        of
        Class R Certificates

       

      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
        OR
        AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING
        OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE
        OR
        RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE
        EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION
        4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE
        DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
        IN THE
        AGREEMENT.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
        AND
        THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
        OR
        POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
        AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
        WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
        FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
        SUCH
        GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
        OR
        ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
        (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
        WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
        THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
        INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
        1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
        775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
        (B),
        (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
        (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED
        STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
        IS
        TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
        CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
        PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
        PARAGRAPH.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.1

              	 
	 	 
	
                Class
                  [R-1][R-2][R-3][RX]

              	
                Percentage
                  Interest: 100%

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date: February 1,
                  2007

              	 
	 	 
	
                First
                  Distribution Date:

                March
                  26, 2007 

              	 
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [_____]

              
	 	 
	
                Last
                  Scheduled Distribution Date:

                January
                  25, 2037

              	 
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-AQ2

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [R-1][R-2][R-3][RX] Certificates with respect to a Trust Fund consisting
        primarily of a pool of conventional, closed-end, first lien, subprime, one-
        to
        four-family fixed and adjustable interest rate mortgage loans sold by BEAR
        STEARNS ASSET BACKED SECURITIES I LLC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Bear Stearns Asset Backed Securities
        I
        LLC, the Master Servicer or the Trustee referred to below or any of their
        affiliates or any other person. Neither this Certificate nor the underlying
        Mortgage Loans are guaranteed or insured by any governmental entity or by
        Bear
        Stearns Asset Backed Securities I LLC, the Master Servicer, the Trustee or
        any
        of their affiliates or any other person. None of Bear Stearns Asset Backed
        Securities I LLC, the Master Servicer or any of their affiliates will have
        any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that Bear, Stearns Securities Corp. is the registered owner of
        the
        Percentage Interest evidenced hereby in the beneficial ownership interest
        of
        Certificates of the same Class as this Certificate in a trust (the “Trust Fund”)
        generally consisting of conventional, closed-end, first lien, subprime, fixed
        and adjustable rate mortgage loans secured by one- to four- family residences
        (collectively, the “Mortgage Loans”) sold by Bear Stearns Asset Backed
        Securities I LLC (“BSABS I”). The Mortgage Loans were sold by EMC Mortgage
        Corporation (“EMC”) and Master Funding LLC to BSABS I. EMC will act as master
        servicer of the Mortgage Loans (in that capacity, the “Master Servicer,” which
        term includes any successors thereto under the Agreement referred to below).
        The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement, dated
        as
        of the Cut-off Date specified above (the “Agreement”), among BSABS I, as
        depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as Master
        Servicer, and LaSalle Bank National Association, as trustee (the “Trustee”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

       

      Each
        Holder of this Certificate will be deemed to have agreed to be bound by
        the

      restrictions
        set forth in the Agreement to the effect that (i) each person holding or
        acquiring any Ownership Interest in this Certificate must be a Permitted
        Transferee, (ii) the transfer of any Ownership Interest in this Certificate
        will
        be conditioned upon the delivery to the Trustee of, among other things, an
        affidavit to the effect that it is a Permitted Transferee, (iii) any attempted
        or purported transfer of any Ownership Interest in this Certificate in violation
        of such restrictions will be absolutely null and void and will vest no rights
        in
        the purported transferee, and (iv) if any person other than a Permitted
        Transferee acquires any Ownership Interest in this Certificate in violation
        of
        such restrictions, then the Depositor will have the right, in its sole
        discretion and without notice to the Holder of this Certificate, to sell
        this
        Certificate to a purchaser selected by the Depositor, which purchaser may
        be the
        Depositor, or any affiliate of the Depositor, on such terms and conditions
        as
        the Depositor may choose.

       

      The
        Trustee will distribute on the 25th day of each month, or, if such 25th day
        is
        not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the last day (or if such last day is not a Business Day, the
        Business Day immediately preceding such last day) of the calendar month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. 

       

      Distributions
        on this Certificate will be made by the Trustee by check mailed to the address
        of the Person entitled thereto as such name and address shall appear on the
        Certificate Register or, if such Person so requests by notifying the Trustee
        in
        writing as specified in the Agreement, by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Trustee of the pendency of such distribution and only upon presentation
        and surrender of this Certificate at the office or agency appointed by the
        Trustee for that purpose and designated in such notice.

       

      No
        transfer of this Class [R-1][ R-2][R-3][RX] Certificate will be made unless
        either (i) the Trustee shall have received the Opinion of Counsel set forth
        in
        Section 6.02(h) of the Agreement or (ii) the transferee of such Certificate
        provides a representation, or a deemed representation in the case of a Global
        Certificate, under Section 6.02(h) of the Agreement, in the form as described
        by
        the Agreement, to the effect that the transferee is not an employee benefit
        or
        other plan subject to the prohibited transaction provisions of ERISA or Section
        4975 of the Code (a “Plan”), or any other person (including an investment
        manager, a named fiduciary or a trustee of any Plan) acting, directly or
        indirectly, on behalf of or purchasing any Certificate with “plan assets” of any
        Plan.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Trustee.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of Certificates evidencing
        over 50% of the Voting Rights of the Certificates, or with the consent of
        the
        Holders of each Class of Certificates affected thereby evidencing over 50%
        of
        the Voting Rights of such Class or Classes, as applicable. Any such consent
        by
        the Holder of this Certificate shall be conclusive and binding on such Holder
        and upon all future Holders of this Certificate and of any Certificate issued
        upon the transfer hereof or in lieu hereof whether or not notation of such
        consent is made upon this Certificate. The Agreement also permits the amendment
        thereof, in certain limited circumstances, without the consent of the Holders
        of
        any of the Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Trustee upon surrender
        of this Certificate for registration of transfer at the offices or agencies
        maintained by the Trustee for such purposes, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Trustee duly
        executed by the Holder hereof or such Holder’s attorney duly authorized in
        writing, and thereupon one or more new Certificates in authorized denominations
        representing a like aggregate Percentage Interest will be issued to the
        designated transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Trustee may require payment of a sum sufficient to cover
        any tax or other governmental charge payable in connection therewith. The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the Person in whose name this Certificate is registered as the owner
        hereof for all purposes, and none of Depositor, the Master Servicer, the
        Trustee
        or any such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby (other
        than the obligations to make payments to Certificateholders with respect
        to the
        termination of the Agreement) shall terminate upon the earlier of (i) the
        later
        of (A) the maturity or other liquidation (or Advance with respect thereto)
        of
        the last Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Mortgage Loan and (B) the remittance of all funds due under the Agreement,
        or
        (ii) the optional repurchase by the party named in the Agreement of all the
        Mortgage Loans and other assets of the Trust Fund in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made only on or after the
        first Distribution Date on which the aggregate Stated Principal Balance of
        the
        Mortgage Loans is less than or equal to a certain percentage of the aggregate
        Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as
        set
        forth in the Agreement. The exercise of such right will effect the early
        retirement of the Certificates. In no event, however, will the Trust created
        by
        the Agreement continue beyond the earlier of (i) the expiration of 21 years
        after the death of certain persons identified in the Agreement and (ii) the
        Latest Possible Maturity Date (as defined in the Agreement).

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Trustee by manual signature, this Certificate shall not be entitled to any
        benefit under the Agreement, or be valid for any purpose.

      
 

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

       

      
        	
                Dated: _________,
                  ____

              	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION,

                not
                  in its individual capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class [R-1][R-2][R-3][RX] Certificates referred to in the
        within-mentioned Agreement.

       

      
        	 	 	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION

                Authorized
                  signatory of LaSalle Bank National Association, not in its individual
                  capacity but solely as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

       

      
        	 	 	 
	 	 	
                .

              


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      
CITY1                                       ZIP_CODE          STATE         PROPTYPE                                CURRENT_GROSS
                                                                                                                      _COUPON
---------------------------------------------------------------------------------------------------------------------------------
WEST HAVEN                                          6516      CT            Single Family                                 11.025
PHILADELPHIA                                       19135      PA            Single Family                                  8.600
HOUSTON                                            77058      TX            Condominium                                    8.550
AMERICAN CANYON                                    94503      CA            Single Family                                  7.300
COLUMBIA                                           29229      SC            PUD                                            9.800
COCOA                                              32922      FL            Single Family                                  8.800
COCOA                                              32922      FL            Single Family                                  8.800
CLINTON                                            20735      MD            Single Family                                  8.450
PEMBROKE PINES                                     33025      FL            Condominium                                    8.600
PHOENIX                                            85033      AZ            Single Family                                  9.150
MISSION VIEJO                                      92691      CA            Single Family                                  7.990
SAINT LOUIS                                        63137      MO            Single Family                                  7.650
NORTH PORT                                         34286      FL            Single Family                                  7.950
PHILADELPHIA                                       19134      PA            Single Family                                 10.600
CHICAGO                                            60639      IL            2-4 Family                                     9.050
LEHIGH ACRES                                       33971      FL            Single Family                                  9.800
MIAMI                                              33138      FL            Single Family                                  8.950
MADISON                                            39110      MS            Single Family                                  9.450
LAWNDALE                                           90260      CA            2-4 Family                                     8.150
HIGHLAND                                           62249      IL            Single Family                                  9.850
LOS ANGELES                                        90059      CA            Single Family                                  7.700
HILLSBOROUGH                                        8844      NJ            Single Family                                  7.850
MIDDLETOWN                                         17057      PA            Single Family                                  7.650
NEW ORLEANS                                        70131      LA            Single Family                                  7.600
BELLFLOWER                                         90706      CA            Single Family                                  7.350
CRANSTON                                            2920      RI            2-4 Family                                    10.600
HESPERIA                                           92345      CA            Single Family                                  9.000
FONTANA                                            92336      CA            Single Family                                  9.350
PHILADELPHIA                                       19144      PA            Single Family                                  8.800
CORAM                                              11727      NY            Single Family                                  9.800
HOMEWOOD                                           60430      IL            Single Family                                  8.500
CHICAGO                                            60614      IL            Condominium                                    8.600
MILWAUKEE                                          53223      WI            Condominium                                   11.825
POMPANO BEACH                                      33060      FL            Single Family                                 10.750
HOWELL                                              7731      NJ            Condominium                                   11.200
STOCKTON                                           95219      CA            PUD                                            8.850
PORT HUENEME                                       93041      CA            Single Family                                  7.200
NEW YORK                                           10012      NY            Condominium                                    8.350
BRANDON                                             5733      VT            Single Family                                  8.650
AURORA                                             60504      IL            PUD                                            9.575
PALMDALE                                           93550      CA            Single Family                                  8.950
LOS ANGELES                                        91342      CA            Single Family                                  9.550
HOWELL TOWNSHIP                                     7731      NJ            Single Family                                 11.075
SOUTH GATE                                         90280      CA            Single Family                                  7.000
QUAKERTOWN                                         18951      PA            Single Family                                  9.200
WESTMINSTER                                        80030      CO            Single Family                                  8.900
RAMONA                                             92065      CA            Single Family                                  8.550
SPRING                                             77382      TX            Condominium                                    9.850
ESCONDIDO                                          92027      CA            Single Family                                  7.700
DALY CITY                                          94014      CA            Single Family                                  8.700
MORRIS                                             60450      IL            Single Family                                  8.500
SCRANTON                                           18508      PA            Single Family                                 10.300
CORONA                                             92880      CA            Single Family                                  8.400
HIALEAH                                            33016      FL            Condominium                                    7.625
WOODLAND                                           95776      CA            Single Family                                  7.750
LOS ANGELES                                        90003      CA            Single Family                                  9.700
FAIRFIELD                                          94533      CA            Condominium                                    9.650
DESERT HOT SPRI                                    92240      CA            Single Family                                  8.175
CORONA                                             92881      CA            Single Family                                  7.950
LOS ANGELES                                        91605      CA            Single Family                                  9.700
CARSON                                             90746      CA            Single Family                                  9.900
UPPER DARBY TOW                                    19082      PA            Single Family                                 10.250
SAINT JOSEPH                                       64504      MO            Single Family                                  9.050
MIAMI                                              33173      FL            Single Family                                  7.300
PEEKSKILL                                          10566      NY            Single Family                                  7.950
SHAWNEE                                            66218      KS            Single Family                                  8.500
SEQUIM                                             98382      WA            Single Family                                  8.625
RIVERSIDE                                          92504      CA            Single Family                                  9.850
CHANDLER                                           85249      AZ            PUD                                            9.050
CORONA                                             92881      CA            Single Family                                  8.750
SCOTCH PLAINS T                                     7076      NJ            Single Family                                  9.300
WEST CHICAGO                                       60185      IL            Single Family                                 10.100
SUMMERSET                                          57718      SD            Single Family                                  9.250
CENTENNIAL                                         80112      CO            Single Family                                  7.300
SOUTH BEND                                         46628      IN            PUD                                           10.300
SAINT LOUIS                                        63135      MO            Single Family                                  8.500
JACKSONVILLE                                       32208      FL            Single Family                                 10.300
STATEN ISLAND                                      10312      NY            PUD                                            7.650
WEST COVINA                                        91790      CA            Single Family                                  8.300
PHILADELPHIA                                       19144      PA            Single Family                                 10.425
NAPLES                                             34112      FL            Condominium                                    8.750
HOUSTON                                            77037      TX            Single Family                                  9.800
MODESTO                                            95351      CA            Single Family                                 11.350
NAPLES                                             34104      FL            PUD                                            8.200
GAITHERSBURG                                       20882      MD            Single Family                                  7.000
LOS ANGELES                                        90037      CA            Single Family                                  6.550
HAMMOND                                            70403      LA            Single Family                                  8.300
MISSOURI CITY                                      77489      TX            PUD                                           10.150
ORLANDO                                            32818      FL            PUD                                            9.200
QUEEN CREEK                                        85242      AZ            PUD                                            7.650
PALMDALE                                           93551      CA            Single Family                                  7.700
RANCHO SANTA MA                                    92688      CA            Condominium                                    7.600
MORENO VALLEY                                      92557      CA            Single Family                                  9.900
WILLIAMSPORT                                       17701      PA            Single Family                                  9.550
MIAMI                                              33176      FL            Condominium                                    8.550
WEST HEMPSTEAD                                     11552      NY            Single Family                                  7.500
SANTA ROSA                                         95403      CA            Single Family                                  8.700
MIAMI                                              33182      FL            Single Family                                  6.925
UNIONDALE                                          11553      NY            Single Family                                  7.950
TUSCALOOSA                                         35404      AL            Single Family                                  9.250
SAYVILLE                                           11782      NY            Single Family                                  9.100
INDIANAPOLIS                                       46278      IN            Single Family                                  7.500
CARMEL                                             10512      NY            Single Family                                  9.700
LONGVIEW                                           75602      TX            Single Family                                 10.100
MIAMI                                              33179      FL            Condominium                                    8.800
AMERICAN CANYON                                    94503      CA            Single Family                                  8.750
SIMI VALLEY                                        93065      CA            Single Family                                  9.390
DALLASTOWN                                         17313      PA            Single Family                                  8.650
HONOLULU                                           96825      HI            Condominium                                    9.650
RESERVE                                            70084      LA            Single Family                                 11.150
COLUMBUS                                           43203      OH            Single Family                                 10.000
CAROL STREAM                                       60188      IL            Single Family                                 10.750
DENHAM SPRINGS                                     70726      LA            Single Family                                  9.850
TUCSON                                             85641      AZ            PUD                                            8.850
NINEVEH                                            46164      IN            Single Family                                  9.350
PASADENA                                           77506      TX            Single Family                                  9.800
BRONX                                              10463      NY            Single Family                                  8.650
MIRAMAR                                            33023      FL            Single Family                                 11.000
MOUNT PROSPECT                                     60056      IL            Single Family                                  9.990
YONKERS                                            10705      NY            Single Family                                  8.900
SUNRISE                                            33322      FL            Condominium                                    8.950
NEWBURGH                                           12550      NY            Single Family                                  9.990
BETHEL PARK                                        15102      PA            PUD                                           10.750
STOCKTON                                           95205      CA            Single Family                                  9.700
KISSIMMEE                                          34743      FL            PUD                                            9.750
MILWAUKEE                                          53216      WI            Single Family                                  9.550
PALMDALE                                           93550      CA            Single Family                                  8.650
TEMPLE CITY                                        91780      CA            Single Family                                  7.950
RIVER VALE                                          7675      NJ            Single Family                                  7.800
WEST MILFORD                                        7480      NJ            Single Family                                  8.800
GARNER                                             27529      NC            Single Family                                  8.700
CORONA                                             92880      CA            Single Family                                  6.500
PHOENIX                                            85043      AZ            PUD                                            8.350
WATERBURY                                           6706      CT            2-4 Family                                    10.900
BAKERSFIELD                                        93307      CA            Single Family                                 11.900
DESERT HOT SPRI                                    92240      CA            Single Family                                  8.500
DAYTONA BEACH                                      32119      FL            PUD                                            9.450
PHOENIX                                            85041      AZ            PUD                                           10.150
HAYTI                                              63851      MO            Single Family                                  9.900
FORT MYERS                                         33912      FL            PUD                                            8.000
ANCHORAGE                                          99515      AK            Single Family                                  7.500
BURNS                                              97720      OR            Single Family                                  8.900
HOLLIS                                             11423      NY            Single Family                                  9.450
PHILADELPHIA                                       19138      PA            Single Family                                  8.300
BROOKLYN                                           11204      NY            2-4 Family                                     8.300
SANTA ROSA                                         95404      CA            Single Family                                  9.475
LITTLETON                                          80126      CO            PUD                                            8.650
BINGHAMTON                                         13903      NY            Single Family                                 10.200
BELLMORE                                           11710      NY            Single Family                                  7.750
LAS VEGAS                                          89178      NV            PUD                                            6.600
WEST CHICAGO                                       60185      IL            Single Family                                 11.150
JEFFERSON CITY                                     65109      MO            Single Family                                  8.750
GOODYEAR                                           85338      AZ            PUD                                            9.800
TAMPA                                              33624      FL            Single Family                                  9.350
BIRMINGHAM                                         35235      AL            Single Family                                 10.950
MASSAPEQUA                                         11758      NY            Single Family                                  7.750
AUBURNDALE                                         33823      FL            Single Family                                  8.550
BROOKLYN                                           11236      NY            2-4 Family                                     9.100
LOS ANGELES                                        91331      CA            Single Family                                  6.200
MILWAUKEE                                          53216      WI            2-4 Family                                    11.800
JAMAICA                                            11434      NY            Single Family                                  9.800
NEW CANEY                                          77357      TX            PUD                                            8.900
HIGHLAND                                           92346      CA            Single Family                                  7.600
MANGUM                                             73554      OK            Single Family                                  8.800
SAN JOSE                                           95116      CA            Single Family                                  9.550
OAKLAND                                            94611      CA            Single Family                                  7.550
FLEMINGTON                                          8822      NJ            Single Family                                  9.650
ROSEDALE                                           11422      NY            2-4 Family                                     8.450
TWP OF VOORHEES                                     8043      NJ            Single Family                                  7.550
CHICAGO                                            60609      IL            2-4 Family                                    10.650
CHICAGO                                            60631      IL            Single Family                                  8.500
DEPTFORD TWP.                                       8093      NJ            Single Family                                  9.250
SALT LAKE CITY                                     84119      UT            Single Family                                  8.500
COLUMBIA                                           21046      MD            Condominium                                    7.800
AVONDALE                                           85323      AZ            PUD                                            8.200
RIVERSIDE                                          92504      CA            Single Family                                  8.650
COCOA BEACH                                        32931      FL            Condominium                                    8.450
LOS ANGELES                                        91343      CA            Single Family                                  7.600
ATLANTIC HIGHLA                                     7716      NJ            Single Family                                  8.500
DERIDDER                                           70634      LA            Single Family                                  8.925
OREM                                               84057      UT            PUD                                            9.650
LOS ANGELES                                        90230      CA            Single Family                                  6.850
ALLIANCE                                           44634      OH            Single Family                                  9.900
KURTISTOWN                                         96760      HI            PUD                                            9.750
RIVERSIDE                                          92503      CA            Single Family                                  8.900
WESTMINSTER                                        21158      MD            PUD                                            8.850
LONG BEACH                                         90806      CA            Condominium                                    8.600
RIVER VALE                                          7675      NJ            Condominium                                    8.250
LAS CRUCES                                         88001      NM            Single Family                                 11.500
MANHASSET                                          11030      NY            Single Family                                  7.250
TUCSON                                             85746      AZ            Single Family                                  7.950
REDONDO BEACH                                      90278      CA            Condominium                                    8.000
HAM LAKE                                           55304      MN            Single Family                                  6.950
STATEN ISLAND                                      10301      NY            2-4 Family                                     6.750
FONTANA                                            92335      CA            Single Family                                  7.800
SCOTTSDALE                                         85255      AZ            Condominium                                    9.325
CHAMPLIN                                           55316      MN            Single Family                                  7.550
DEWEY                                              86327      AZ            PUD                                            7.250
WILLOWBROOK                                        60527      IL            Condominium                                   10.900
SPRINGFIELD                                        45506      OH            Single Family                                  9.400
HOUSTON                                            77071      TX            PUD                                            9.250
LOS ANGELES                                        91605      CA            Single Family                                  7.125
GLENDALE HEIGHT                                    60139      IL            Condominium                                    8.750
RICHLAND                                           99352      WA            Single Family                                  8.400
RIALTO                                             92376      CA            Single Family                                  7.450
LAKE FOREST                                        60045      IL            Single Family                                  9.750
ARLINGTON HEIGH                                    60005      IL            Condominium                                    8.700
PHOENIX                                            85017      AZ            Single Family                                  7.350
TOWNSHIP OF GAL                                     8205      NJ            Single Family                                  9.400
DAYTONA BEACH                                      32118      FL            Condominium                                    9.300
AKRON                                              44306      OH            Single Family                                  9.150
FONTANA                                            92335      CA            Single Family                                  8.800
MESA                                               85204      AZ            Single Family                                  8.700
MOUNT SINAI                                        11766      NY            Single Family                                  8.050
HARVEY                                             60426      IL            Single Family                                  7.850
CLEVELAND                                          38732      MS            Single Family                                  8.350
ONTARIO                                            91761      CA            PUD                                            8.365
CHAMPAIGN                                          61822      IL            Single Family                                  7.650
LOS ANGELES                                        90027      CA            Single Family                                  7.600
JAMAICA                                            11433      NY            Single Family                                 11.350
NILES                                              60714      IL            Single Family                                 10.500
WASHINGTON                                         84780      UT            Condominium                                    9.500
LAS VEGAS                                          89104      NV            Single Family                                  7.800
MILWAUKEE                                          53221      WI            Condominium                                    8.450
CHICAGO                                            60636      IL            2-4 Family                                     9.500
FEDERAL WAY                                        98003      WA            Single Family                                  7.550
CHICAGO                                            60611      IL            Condominium                                    7.800
COLTON                                             92324      CA            Single Family                                  7.200
MESA                                               85206      AZ            Single Family                                  9.350
KISSIMMEE                                          34759      FL            PUD                                            6.950
ENGLEWOOD                                           7631      NJ            Single Family                                  7.100
LOS ANGELES                                        90001      CA            2-4 Family                                     8.800
MIDLOTHIAN                                         60445      IL            Single Family                                  9.100
OLD GREENWICH                                       6870      CT            Condominium                                   11.250
SUTTER                                             95982      CA            Single Family                                  7.600
QUEENS                                             11357      NY            Single Family                                  8.750
BAY SHORE                                          11706      NY            Single Family                                  9.800
MAYWOOD                                            90270      CA            2-4 Family                                     8.350
BALTIMORE                                          21216      MD            Single Family                                  7.785
NAPERVILLE                                         60563      IL            Condominium                                    8.725
PENNGROVE                                          94951      CA            Single Family                                  7.300
DALLAS                                             75216      TX            Single Family                                  9.700
MADERA                                             93638      CA            Single Family                                  8.200
LOWELL                                             49331      MI            Single Family                                  8.100
MIAMI                                              74354      OK            Single Family                                  9.825
HIALEAH                                            33012      FL            Single Family                                  6.650
CHINO HILLS                                        91709      CA            Single Family                                  5.990
DE SOTO                                            50069      IA            Single Family                                  9.100
NAPERVILLE                                         60564      IL            PUD                                            9.000
BAKERSFIELD                                        93312      CA            Single Family                                  8.550
PALM BAY                                           32905      FL            Single Family                                 10.150
CORNING                                            14830      NY            Single Family                                  7.850
YUMA                                               85367      AZ            Single Family                                  7.550
MODESTO                                            95356      CA            PUD                                            9.850
MARYSVILLE                                         95901      CA            Single Family                                  8.050
RIVERSIDE                                          92506      CA            Single Family                                 10.350
SCHAUMBURG                                         60193      IL            Single Family                                  7.400
ELMONT                                             11003      NY            2-4 Family                                     7.500
PALMDALE                                           93550      CA            Single Family                                  7.990
TAMPA                                              33610      FL            Single Family                                 10.225
ROCKWOOD                                           15557      PA            Single Family                                  7.000
JACKSON TOWNSHI                                     8527      NJ            Single Family                                  8.650
MORENO VALLEY                                      92551      CA            Single Family                                  8.150
ALABASTER                                          35007      AL            Single Family                                 10.600
PHILADELPHIA                                       19126      PA            Single Family                                 10.100
RICHMOND                                           94804      CA            Single Family                                  8.250
LAS VEGAS                                          89104      NV            Single Family                                  8.450
YUCAIPA                                            92399      CA            Single Family                                  7.550
ELGIN                                              60120      IL            Single Family                                  9.450
PALMDALE                                           93550      CA            Single Family                                  7.125
CLEVELAND                                          44111      OH            Single Family                                  8.600
SARTELL                                            56377      MN            Single Family                                  8.300
COLUMBIA                                           29210      SC            Condominium                                    9.200
LITTLE EGG HARBOR                                   8087      NJ            Single Family                                  8.150
CHICAGO                                            60621      IL            2-4 Family                                     8.850
CHICAGO                                            60634      IL            2-4 Family                                     9.600
CHICAGO                                            60620      IL            2-4 Family                                     7.700
RIO RANCHO                                         87124      NM            Condominium                                    9.350
ELGIN                                              60120      IL            Single Family                                  8.650
LOCKPORT                                           60441      IL            Condominium                                    9.600
MIAMI                                              33147      FL            Single Family                                  7.125
TUCSON                                             85705      AZ            Single Family                                  7.375
BIRMINGHAM                                         35215      AL            Single Family                                  8.375
SOMERVILLE                                          2145      MA            2-4 Family                                     9.000
CHIEFLAND                                          32644      FL            Single Family                                  8.250
KANSAS CITY                                        66109      KS            Single Family                                  9.550
CREST HILL                                         60403      IL            PUD                                            8.100
OSHKOSH                                            54902      WI            Single Family                                 12.100
MILFORD                                             6460      CT            Condominium                                    9.725
HOT SPRINGS NAT                                    71913      AR            Single Family                                  7.875
PALMYRA                                             8065      NJ            Condominium                                    8.375
ST LOUIS PARK                                      55426      MN            Single Family                                  9.125
WILLIAMSTOWN                                        8094      NJ            Single Family                                  7.850
CHICAGO                                            60611      IL            Condominium                                    7.950
BOISE                                              83709      ID            Single Family                                  8.500
LAS VEGAS                                          89103      NV            Condominium                                    7.000
ABERDEEN                                           98520      WA            Single Family                                  8.250
NORTH LAS VEGAS                                    89032      NV            Single Family                                  8.250
MONTGOMERY                                         60538      IL            Single Family                                  8.150
OPA LOCKA                                          33056      FL            Single Family                                 11.275
SIOUX FALLS                                        57110      SD            Single Family                                  9.800
BALTIMORE                                          21202      MD            Single Family                                 11.200
KINGSLAND                                          31548      GA            Single Family                                  8.000
FORT WAYNE                                         46808      IN            Single Family                                  8.375
ANKENY                                             50023      IA            Condominium                                    7.000
CLAREMONT                                          55924      MN            Single Family                                  8.375
MONTGOMERY                                         36117      AL            Single Family                                  8.750
BEAUMONT                                           92223      CA            Single Family                                  7.750
OCALA                                              34472      FL            Single Family                                  7.375
GARDEN CITY                                        48135      MI            Single Family                                  8.250
OVERLAND PARK                                      66212      KS            PUD                                           11.250
LAKEFIELD                                          56150      MN            Single Family                                  9.550
KENOSHA                                            53143      WI            Single Family                                  9.625
PHOENIX                                            85009      AZ            2-4 Family                                     7.000
LOS ANGELES                                        90011      CA            Single Family                                  8.875
DENHAM SPRINGS                                     70706      LA            Single Family                                  9.300
MIAMI BEACH                                        33140      FL            Condominium                                    8.750
MIAMI                                              33129      FL            Condominium                                    9.625
HILBERT                                            54129      WI            Single Family                                  9.750
WEST MILFORD TOWNSHI                                7480      NJ            Single Family                                  7.800
HOUSTON                                            77034      TX            Single Family                                  9.650
PLANTATION                                         33317      FL            Condominium                                   10.650
BOROUGH OF BROO                                    11236      NY            Single Family                                  7.500
OLD LYME                                            6371      CT            Single Family                                  8.595
SALT LAKE CITY                                     84115      UT            Single Family                                  9.800
NEWBURGH                                           12550      NY            Condominium                                    9.450
BRONX                                              10466      NY            Single Family                                  7.450
STREETSBORO                                        44241      OH            Condominium                                    9.210
MOREHEAD CITY                                      28557      NC            Single Family                                 10.275
COUNCIL BLUFFS                                     51503      IA            Single Family                                 11.300
HYATTSVILLE                                        20785      MD            Condominium                                    8.350
LAKE WALES                                         33853      FL            Single Family                                  9.350
VERO BEACH                                         32960      FL            Single Family                                  7.850
MILWAUKEE                                          53208      WI            Single Family                                  9.100
SUN PRAIRIE                                        53590      WI            Single Family                                  9.050
MILWAUKEE                                          53224      WI            Single Family                                  8.200
LAKE MARY                                          32746      FL            PUD                                            9.350
ELKTON                                             21921      MD            Single Family                                  7.050
EAST PROVIDENCE                                     2915      RI            Single Family                                  9.900
HOUSTON                                            77065      TX            PUD                                            8.800
RIALTO                                             92376      CA            Single Family                                  7.990
PHILADELPHIA                                       19124      PA            Single Family                                  9.000
COVINGTON                                          41011      KY            Single Family                                 10.000
FRANKLIN PARK                                       8823      NJ            Single Family                                  7.950
CHICAGO                                            60640      IL            Condominium                                    8.800
CLIFTON                                             7011      NJ            2-4 Family                                     7.990
CHICAGO                                            60652      IL            Single Family                                  9.550
PUNTA GORDA                                        33950      FL            Single Family                                  8.050
ELM GROVE                                          53122      WI            Single Family                                  8.600
NEW LENOX                                          60451      IL            Single Family                                  7.950
GREENSBURG                                         15601      PA            Single Family                                 11.150
HERCULES                                           94547      CA            Single Family                                  8.250
LEAD                                               57754      SD            Single Family                                  9.100
TAMPA                                              33624      FL            Condominium                                    8.300
SUITLAND                                           20746      MD            Single Family                                  9.700
STATEN ISLAND                                      10304      NY            Condominium                                    7.600
CHICAGO                                            60625      IL            Condominium                                    9.050
BELLPORT                                           11713      NY            Single Family                                  8.550
POINT PLEASANT                                      8742      NJ            Single Family                                  8.200
BLOOMFIELD                                          7003      NJ            Single Family                                  8.850
TEANECK                                             7666      NJ            Single Family                                  8.500
CEDAR RAPIDS                                       52402      IA            Single Family                                  9.250
CHITTENANGO                                        13037      NY            Single Family                                 11.200
WEST DES MOINES                                    50265      IA            Single Family                                  8.350
CHANDLER                                           85225      AZ            Single Family                                  8.300
SOUTH HOLLAND                                      60473      IL            Single Family                                  8.525
JEANERETTE                                         70544      LA            Single Family                                  9.250
COLUMBIA                                           21045      MD            Condominium                                    8.200
CAMDEN                                              8103      NJ            Single Family                                  9.200
LAS VEGAS                                          89128      NV            Condominium                                    9.150
NEWARK                                              7104      NJ            Single Family                                 10.850
ELMONT                                             11003      NY            Single Family                                  6.850
LAS VEGAS                                          89115      NV            PUD                                           10.150
AURORA                                             60505      IL            2-4 Family                                     8.250
RICHMOND                                           94804      CA            Single Family                                  6.850
CHICAGO                                            60641      IL            Condominium                                    8.450
JEANNETTE                                          15644      PA            Single Family                                  8.600
CALUMET CITY                                       60409      IL            Single Family                                  8.900
PALATINE                                           60067      IL            Single Family                                  7.875
LAS VEGAS                                          89115      NV            PUD                                           10.150
LAS VEGAS                                          89143      NV            PUD                                            9.900
WEST VALLEY CIT                                    84119      UT            Single Family                                  9.150
NESCONSET                                          11767      NY            Single Family                                  7.850
BRANDON                                            33511      FL            Single Family                                 10.150
STANHOPE                                            7874      NJ            Condominium                                    8.500
CINCINNATI                                         45211      OH            2-4 Family                                     8.950
HOLLYWOOD                                          33023      FL            Single Family                                  7.750
PEQUOT LAKES                                       56472      MN            Single Family                                  7.625
SWANTON                                             5488      VT            Single Family                                  9.000
CLINTON                                            39056      MS            Single Family                                  7.625
CASCADE                                            21719      MD            Single Family                                  8.375
RAEFORD                                            28376      NC            Single Family                                  9.250
PUTNAM                                              6260      CT            2-4 Family                                     9.875
LOS ANGELES                                        90062      CA            Single Family                                  9.375
DURANGO                                            81301      CO            Single Family                                  7.500
LIVERMORE                                          94551      CA            Single Family                                  6.875
PHILADELPHIA                                       19142      PA            Single Family                                  9.000
CULLMAN                                            35055      AL            Single Family                                  9.875
LANSING                                            48911      MI            Single Family                                  9.000
CRIVITZ                                            54114      WI            Single Family                                  9.250
HYATTSVILLE                                        20784      MD            Condominium                                    8.875
LEHIGH ACRES                                       33936      FL            Single Family                                  9.000
RANTOUL                                            61866      IL            Single Family                                  8.500
NEWBURGH                                           12550      NY            Single Family                                  8.250
MARLTON                                             8053      NJ            Single Family                                  7.875
LANCASTER                                          93534      CA            Single Family                                  7.750
BELMONT                                             3220      NH            Single Family                                  8.000
POST FALLS                                         83854      ID            PUD                                            9.000
WATERLOO                                           62298      IL            Single Family                                  8.625
HARVEY                                             60426      IL            Single Family                                  9.050
BLOOMINGTON                                        55420      MN            Single Family                                  8.675
NORTH FORT MYER                                    33903      FL            PUD                                            8.500
SAFETY HARBOR                                      34695      FL            Single Family                                  8.500
YAKIMA                                             98902      WA            Single Family                                  6.750
ALBUQUERQUE                                        87120      NM            Single Family                                  8.375
LAKE VILLA                                         60046      IL            Single Family                                  8.500
BRIGHTON                                           48116      MI            Single Family                                  7.875
MILWAUKEE                                          53209      WI            2-4 Family                                    10.400
MIAMI                                              33165      FL            Condominium                                    9.500
ROCHESTER                                          14609      NY            Single Family                                  9.950
CHICAGO                                            60639      IL            2-4 Family                                     8.000
TEMPE                                              85281      AZ            Single Family                                  7.850
CHANDLER                                           85225      AZ            PUD                                            7.500
MONTICELLO                                         55362      MN            PUD                                            7.950
HARRISBURG                                         17102      PA            Single Family                                  9.500
COLDWATER                                          49036      MI            Single Family                                  8.400
SANTA CLARITA                                      91350      CA            Condominium                                    9.990
REVERE                                              2151      MA            Condominium                                   10.950
CRYSTAL LAKE                                       60012      IL            Single Family                                  8.250
MIAMI                                              33131      FL            Condominium                                    9.750
WONDER LAKE                                        60097      IL            Single Family                                  7.700
MUSTANG                                            73064      OK            Single Family                                  9.300
EASTLAKE                                           44095      OH            Single Family                                 10.350
LOS ANGELES                                        91340      CA            Single Family                                  7.500
MILWAUKEE                                          53215      WI            Single Family                                  9.800
TULARE                                             93274      CA            Single Family                                  8.200
GRAND RAPIDS                                       49503      MI            Single Family                                  8.900
RICE LAKE                                          54868      WI            Single Family                                  8.450
LAVEEN                                             85339      AZ            PUD                                            8.300
MONTGOMERY VILL                                    20886      MD            PUD                                            6.997
CARVER                                              2330      MA            Single Family                                  8.475
NORTH MANKATO                                      56003      MN            Single Family                                  9.200
WAUKESHA                                           53186      WI            Single Family                                  9.200
WOODSTOCK                                          60098      IL            Single Family                                  7.962
BOWIE                                              20720      MD            PUD                                            8.950
PHILADELPHIA                                       19124      PA            Single Family                                  8.600
MESA                                               85205      AZ            Single Family                                  6.800
DOLTON                                             60419      IL            Single Family                                  8.750
LOWELL                                             49331      MI            Single Family                                  8.450
PEORIA                                             61614      IL            Single Family                                  8.300
CHICAGO                                            60638      IL            Single Family                                  8.600
CHICAGO                                            60643      IL            Single Family                                 10.650
LADSON                                             29456      SC            Single Family                                  9.250
HALEDON                                             7508      NJ            2-4 Family                                     7.250
PHOENIX                                            85033      AZ            Single Family                                  8.450
ABERDEEN                                           21001      MD            PUD                                            8.600
STREAMWOOD                                         60107      IL            Single Family                                  8.800
MANITOWOC                                          54220      WI            Single Family                                  8.000
LINDON                                             84042      UT            Single Family                                  8.800
HEYWORTH                                           61745      IL            Single Family                                  9.650
BRIDGEVIEW                                         60455      IL            Single Family                                  6.950
ROUND LAKE                                         60073      IL            Single Family                                  8.800
MENASHA                                            54952      WI            2-4 Family                                     9.950
DENVER                                             80239      CO            Single Family                                  9.537
WAIPAHU                                            96797      HI            PUD                                            8.250
QUEEN CREEK                                        85242      AZ            PUD                                            9.050
FORT WORTH                                         76114      TX            Single Family                                 10.400
HOLLYWOOD                                          33023      FL            Single Family                                  9.800
VICTORVILLE                                        92395      CA            Single Family                                  8.500
ALTAMONTE SPRIN                                    32714      FL            Condominium                                    8.950
GIBSONTON                                          33534      FL            PUD                                            7.250
PEORIA                                             85345      AZ            Single Family                                  7.850
TACOMA                                             98409      WA            Single Family                                  8.900
LAS VEGAS                                          89107      NV            Single Family                                 10.400
BENSENVILLE                                        60106      IL            Single Family                                 10.962
PHILADELPHIA                                       19143      PA            Single Family                                  8.150
MIAMI                                              33142      FL            Single Family                                  6.950
GERMANTOWN                                         20874      MD            Condominium                                    9.525
CHANDLER                                           85226      AZ            Single Family                                  9.050
PHILADELPHIA                                       19143      PA            Single Family                                  8.500
SPARKS                                             89436      NV            PUD                                            7.990
LEHIGH ACRES                                       33971      FL            Single Family                                 10.300
JAMAICA                                            11434      NY            Single Family                                  6.950
CHICAGO                                            60624      IL            2-4 Family                                     7.250
HESPERIA                                           92345      CA            Single Family                                  8.650
ELMONT                                             11003      NY            Single Family                                  6.375
BOYNTON BEACH                                      33426      FL            Condominium                                    9.750
SWEET HOME                                         97386      OR            Single Family                                  9.150
STOUGHTON                                           2072      MA            Single Family                                  7.250
PHOENIX                                            85008      AZ            Single Family                                  8.350
CASTAIC                                            91384      CA            Single Family                                  7.950
YORK                                               17404      PA            Single Family                                  8.000
WEST ORANGE                                         7052      NJ            Single Family                                  9.450
ROBBINSDALE                                        55422      MN            Single Family                                  8.850
PITTSBURGH                                         15214      PA            Single Family                                  8.800
CHICAGO                                            60617      IL            Single Family                                  9.450
SANTA FE                                           87501      NM            Single Family                                  8.975
WORCESTER                                           1603      MA            Single Family                                  8.550
PHILADELPHIA                                       19134      PA            2-4 Family                                     8.800
PHILADELPHIA                                       19143      PA            Single Family                                  9.750
BALTIMORE                                          21229      MD            Single Family                                  8.650
LAUDERHILL                                         33319      FL            Single Family                                  7.400
ORANGEBURG                                         29118      SC            Single Family                                  8.200
HOMESTEAD                                          33033      FL            Single Family                                 10.110
PHILADELPHIA                                       19150      PA            Single Family                                  9.050
BELVIDERE                                          61008      IL            Single Family                                  9.200
SARASOTA                                           34232      FL            Single Family                                  7.050
TUCKERTON                                           8087      NJ            Single Family                                  9.050
LOS ANGELES                                        90047      CA            Single Family                                  8.750
APPLE VALLEY                                       92307      CA            Single Family                                  7.800
MIDDLETOWN                                          6457      CT            Condominium                                    7.850
RIALTO                                             92376      CA            Single Family                                  8.050
TAMPA                                              33614      FL            Single Family                                  9.062
ROCKFORD                                           61104      IL            Single Family                                  9.325
STOCKTON                                           95219      CA            Single Family                                  7.400
ALGONQUIN                                          60102      IL            Condominium                                    8.475
CASCADE                                            53011      WI            Single Family                                  9.550
VANCOUVER                                          98662      WA            Single Family                                  8.800
GLENDALE                                           91201      CA            Single Family                                  8.500
ROY                                                84067      UT            Single Family                                  9.650
DENVER                                             80207      CO            Single Family                                  7.450
RIO RANCHO                                         87124      NM            Single Family                                 10.850
NORTH PALM BEAC                                    33408      FL            Condominium                                    8.800
PHILADELPHIA                                       19111      PA            Single Family                                  9.600
MCHENRY                                            60051      IL            Single Family                                  8.850
HOWELL                                              7731      NJ            Single Family                                  9.700
TUCSON                                             85712      AZ            Condominium                                    9.150
OSWEGO                                             60543      IL            PUD                                            8.250
VICTORVILLE                                        92394      CA            Single Family                                 10.550
PLACERVILLE                                        95667      CA            Single Family                                  8.250
EVERETT                                            98204      WA            Condominium                                    8.650
FONTANA                                            53125      WI            Condominium                                    9.950
LAKE STATION                                       46405      IN            Single Family                                 10.400
UNIVERSITY PARK                                    60466      IL            Condominium                                    8.550
OAK PARK                                           60302      IL            Condominium                                    7.650
LAUDERDALE LAKE                                    33313      FL            Condominium                                    8.150
SUPERIOR                                           54880      WI            Single Family                                  7.400
CANTON                                             48188      MI            Single Family                                  8.950
CLIFTON                                             7011      NJ            2-4 Family                                     7.990
LEON                                               50144      IA            Single Family                                 10.750
CORTLANDT MANOR                                    10567      NY            Single Family                                  7.100
FORT PIERCE                                        34951      FL            PUD                                            8.000
BROOKLYN                                           11208      NY            Single Family                                  7.200
WINTER GARDEN                                      34787      FL            Single Family                                 10.500
PLAINFIELD                                         60586      IL            Single Family                                  8.750
PHOENIX                                            85040      AZ            Single Family                                  8.750
RICHMOND HILL                                      11419      NY            Single Family                                  9.450
CHICAGO                                            60629      IL            2-4 Family                                     7.650
PLAINFIELD                                         60585      IL            PUD                                            9.300
SOUTH ELGIN                                        60177      IL            Single Family                                  9.500
LOS ANGELES                                        90020      CA            Condominium                                    9.500
SAINT CHARLES                                      60174      IL            Single Family                                  9.800
CHICAGO                                            60641      IL            Condominium                                   10.438
LAKE GENEVA                                        53147      WI            2-4 Family                                    10.000
PERRIS                                             92571      CA            PUD                                            8.750
SACRAMENTO                                         95828      CA            Single Family                                  8.200
IRVINGTON                                           7111      NJ            2-4 Family                                     8.300
ROUND LAKE PARK                                    60073      IL            Single Family                                  8.800
MOUNT PLEASANT                                     29464      SC            Single Family                                  8.450
HORSESHOE BAY                                      78657      TX            PUD                                            6.800
MILWAUKEE                                          53206      WI            2-4 Family                                     8.550
LAUDERHILL                                         33319      FL            Condominium                                    8.850
DUBUQUE                                            52001      IA            Single Family                                  8.800
SAN DIEGO                                          92113      CA            2-4 Family                                     7.800
STILLWATER                                         55082      MN            Single Family                                  7.750
REDWOOD CITY                                       94063      CA            Single Family                                  8.700
MILWAUKEE                                          53210      WI            2-4 Family                                     8.950
DOLTON                                             60419      IL            Single Family                                  8.950
CHICAGO                                            60630      IL            Single Family                                  9.500
MINNEAPOLIS                                        55411      MN            Single Family                                  7.950
PHILADELPHIA                                       19145      PA            Single Family                                  8.650
SAINT PAUL                                         55106      MN            Single Family                                  7.850
BROOKHAVEN TOWN                                    11776      NY            Single Family                                  9.950
ALLENTOWN                                           8501      NJ            Single Family                                  7.425
CHICAGO                                            60641      IL            Condominium                                   10.650
CHARLOTTE                                          28226      NC            Single Family                                  8.850
HALFMOON                                           12188      NY            Single Family                                 11.025
HIALEAH                                            33012      FL            Condominium                                    8.150
MEMPHIS                                            38135      TN            Single Family                                  6.350
PARAMOUNT                                          90723      CA            Condominium                                    7.050
HOMESTEAD                                          33033      FL            Single Family                                  8.675
RIVER FOREST                                       60305      IL            Condominium                                   10.050
JERSEY CITY                                         7305      NJ            2-4 Family                                     6.990
MORENO VALLEY                                      92551      CA            Single Family                                  8.850
LAKE PARK                                          33403      FL            Single Family                                  8.850
HIALEAH                                            33016      FL            Condominium                                    7.650
DORAL                                              33172      FL            PUD                                           10.750
HOLLYWOOD                                          33023      FL            Single Family                                  7.950
LAGUNA NIGUEL                                      92677      CA            Condominium                                    8.762
SANTA MARIA                                        93458      CA            Single Family                                  8.100
CUMBERLAND                                         21502      MD            Single Family                                  8.000
SINKING SPRINGS                                    19608      PA            Single Family                                  9.800
GENEVA                                             60134      IL            Single Family                                 10.025
DISTRICT HEIGHT                                    20747      MD            PUD                                            7.850
SAINT CLAIR SHO                                    48080      MI            Condominium                                    9.975
SIMI VALLEY                                        93063      CA            Single Family                                  8.600
GARDEN GROVE                                       92843      CA            PUD                                            7.550
PALMDALE                                           93591      CA            Single Family                                 10.200
PHOENIX                                            85037      AZ            Single Family                                  7.750
MIAMI                                              33184      FL            Single Family                                  7.900
BOYNTON BEACH                                      33437      FL            Single Family                                  7.325
BERLIN                                             21811      MD            Single Family                                  7.350
OCALA                                              34470      FL            Single Family                                  8.700
PERRIS                                             92570      CA            Single Family                                  9.550
SPOKANE                                            99212      WA            Single Family                                  7.700
WASHINGTON                                         84780      UT            PUD                                            8.640
KANSAS CITY                                        64134      MO            Single Family                                 11.000
CHICAGO                                            60623      IL            2-4 Family                                     8.175
NORTH MIAMI BEA                                    33162      FL            Condominium                                   10.300
CHARLOTTE                                          28270      NC            PUD                                            7.750
MACEDONIA                                          44056      OH            Single Family                                  9.400
SYLMAR                                             91342      CA            Single Family                                  8.200
TOLLESON                                           85353      AZ            Single Family                                  9.550
MIAMI                                              33127      FL            2-4 Family                                     6.150
LAKELAND                                           33813      FL            Single Family                                  8.400
SHELTON                                             6484      CT            Single Family                                  8.400
LEES SUMMIT                                        64086      MO            Single Family                                  9.900
TRUCKEE                                            96161      CA            PUD                                            9.400
LONG BEACH                                         90804      CA            Single Family                                  8.850
SAN PABLO                                          94806      CA            Single Family                                  8.775
BAKERSFIELD                                        93309      CA            Single Family                                  9.650
CHINO HILLS                                        91709      CA            PUD                                            8.400
MILWAUKEE                                          53225      WI            Single Family                                  9.800
PALMDALE                                           93551      CA            Single Family                                  7.600
LOS ANGELES                                        91352      CA            Single Family                                  8.050
DOWNEY                                             90241      CA            Single Family                                  8.050
CASA GRANDE                                        85222      AZ            Single Family                                  9.250
MIAMI                                              33179      FL            Single Family                                  8.500
CHICAGO                                            60651      IL            Single Family                                 10.525
BALDWIN                                            11510      NY            Single Family                                  7.990
TOWNSHIP OF EVE                                     8053      NJ            Single Family                                  6.990
COLORADO SPRING                                    80903      CO            Single Family                                 10.350
OVIEDO                                             32765      FL            PUD                                           10.500
RAMONA                                             92065      CA            Single Family                                  9.037
BETHPAGE                                           11714      NY            Single Family                                  8.100
QUEEN CREEK                                        85242      AZ            PUD                                            9.150
INDIANAPOLIS                                       46241      IN            Single Family                                 11.675
MORENO VALLEY                                      92557      CA            Single Family                                  8.750
CARLSBAD                                           92009      CA            PUD                                            7.850
CHICAGO                                            60629      IL            2-4 Family                                     9.250
CHICAGO                                            60630      IL            2-4 Family                                    10.900
TOWNSHIP OF BER                                     8721      NJ            Single Family                                  9.990
ONTARIO                                            91764      CA            Single Family                                  8.700
LOS ANGELES                                        90047      CA            Single Family                                  8.990
ONTARIO                                            91762      CA            Single Family                                  7.050
CLOVIS                                             93612      CA            Single Family                                 10.450
COMPTON                                            90221      CA            Single Family                                  9.150
FRESNO                                             93720      CA            Single Family                                  8.000
SAN JACINTO                                        92583      CA            Single Family                                  8.250
DAYTONA BEACH                                      32118      FL            Condominium                                    7.950
NORWALK                                            90650      CA            Single Family                                  7.750
LEHIGH ACRES                                       33971      FL            Single Family                                  7.150
MORENO VALLEY                                      92557      CA            Single Family                                  8.250
OLYMPIA                                            98502      WA            Single Family                                  6.750
APOPKA                                             32712      FL            Single Family                                  9.650
WEST COVINA                                        91791      CA            Single Family                                  7.250
TWO HARBORS                                        55616      MN            Single Family                                  8.950
TWNSHP OF DOVER                                     8753      NJ            Single Family                                  9.990
NEW HAVEN                                           6511      CT            2-4 Family                                    10.850
SPRING                                             77379      TX            PUD                                            9.300
LA HABRA                                           90631      CA            PUD                                            7.850
MASTIC BEACH                                       11951      NY            Single Family                                  9.150
FOSTORIA                                           44830      OH            Single Family                                 10.350
ADDISON                                            75001      TX            Condominium                                    8.200
PORT SAINT LUCI                                    34953      FL            Single Family                                  9.750
PEEKSKILL                                          10566      NY            Single Family                                  7.750
MESA                                               85206      AZ            PUD                                           10.100
SAN BERNARDINO                                     92407      CA            Single Family                                  9.800
MELROSE PARK                                       60160      IL            Single Family                                  7.875
FREEPORT                                           11520      NY            Single Family                                  8.990
ROSEDALE                                           21237      MD            PUD                                            7.450
DELANO                                             93215      CA            Single Family                                  9.990
OMAHA                                              68116      NE            Single Family                                  9.400
VALLEJO                                            94589      CA            Single Family                                  8.050
CONCORD                                            94521      CA            Condominium                                    8.800
WHITTIER                                           90606      CA            2-4 Family                                     6.950
FULLERTON                                          92833      CA            PUD                                            8.300
TAMPA                                              33619      FL            Condominium                                    9.250
ANAHEIM                                            92804      CA            Single Family                                  8.800
WILDWOOD                                            8260      NJ            Condominium                                    7.400
LOS ANGELES                                        90003      CA            Single Family                                  7.400
CATHEDRAL CITY                                     92234      CA            Single Family                                  7.300
VALLEY STREAM                                      11580      NY            Single Family                                  8.200
TRACY                                              95376      CA            Single Family                                 10.100
BRONX                                              10457      NY            2-4 Family                                    10.400
MASSAPEQUA                                         11758      NY            Single Family                                  8.250
FORT WASHINGTON                                    20744      MD            PUD                                            8.350
BRONX                                              10467      NY            Single Family                                  8.550
YORKVILLE                                          60560      IL            Condominium                                    8.350
MIAMI                                              33145      FL            Condominium                                    7.900
CEDAR RAPIDS                                       52404      IA            Single Family                                  9.800
GARY                                               46409      IN            Single Family                                 10.050
WHEATLEY HEIGHT                                    11798      NY            Single Family                                  7.200
CHICAGO                                            60628      IL            2-4 Family                                     8.550
WINDSOR                                            95492      CA            Single Family                                  6.525
MANTECA                                            95337      CA            Single Family                                  7.350
RIVERSIDE                                          92505      CA            Single Family                                  7.750
VICTORVILLE                                        92394      CA            PUD                                           10.350
PORT HUENEME                                       93041      CA            Single Family                                  7.350
RISING SUN                                         21911      MD            Single Family                                  7.250
ANTIOCH                                            94531      CA            Single Family                                  8.500
PERRIS                                             92570      CA            Single Family                                  9.800
BALTIMORE                                          21244      MD            Single Family                                  7.990
FORT MYERS                                         33905      FL            Single Family                                  9.850



CITY1                                       SERV_FEE           LPMI         TRUSTFEE           MSERV           CURRENT_
                                                                                                               NET_COUPON
---------------------------------------------------------------------------------------------------------------------------------
WEST HAVEN                                          0.500        0.000              0.022           0.000                 10.503
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.078
HOUSTON                                             0.500        0.000              0.022           0.000                  8.028
AMERICAN CANYON                                     0.500        0.000              0.022           0.000                  6.778
COLUMBIA                                            0.500        0.000              0.022           0.000                  9.278
COCOA                                               0.500        0.000              0.022           0.000                  8.278
COCOA                                               0.500        0.000              0.022           0.000                  8.278
CLINTON                                             0.500        0.000              0.022           0.000                  7.928
PEMBROKE PINES                                      0.500        0.000              0.022           0.000                  8.078
PHOENIX                                             0.500        0.000              0.022           0.000                  8.628
MISSION VIEJO                                       0.500        0.000              0.022           0.000                  7.468
SAINT LOUIS                                         0.500        0.000              0.022           0.000                  7.128
NORTH PORT                                          0.500        0.000              0.022           0.000                  7.428
PHILADELPHIA                                        0.500        0.000              0.022           0.000                 10.078
CHICAGO                                             0.500        0.000              0.022           0.000                  8.528
LEHIGH ACRES                                        0.500        0.000              0.022           0.000                  9.278
MIAMI                                               0.500        0.000              0.022           0.000                  8.428
MADISON                                             0.500        0.000              0.022           0.000                  8.928
LAWNDALE                                            0.500        0.000              0.022           0.000                  7.628
HIGHLAND                                            0.500        0.000              0.022           0.000                  9.328
LOS ANGELES                                         0.500        0.000              0.022           0.000                  7.178
HILLSBOROUGH                                        0.500        0.000              0.022           0.000                  7.328
MIDDLETOWN                                          0.500        0.000              0.022           0.000                  7.128
NEW ORLEANS                                         0.500        0.000              0.022           0.000                  7.078
BELLFLOWER                                          0.500        0.000              0.022           0.000                  6.828
CRANSTON                                            0.500        0.000              0.022           0.000                 10.078
HESPERIA                                            0.500        0.000              0.022           0.000                  8.478
FONTANA                                             0.500        0.000              0.022           0.000                  8.828
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.278
CORAM                                               0.500        0.000              0.022           0.000                  9.278
HOMEWOOD                                            0.500        0.000              0.022           0.000                  7.978
CHICAGO                                             0.500        0.000              0.022           0.000                  8.078
MILWAUKEE                                           0.500        0.000              0.022           0.000                 11.303
POMPANO BEACH                                       0.500        0.000              0.022           0.000                 10.228
HOWELL                                              0.500        0.000              0.022           0.000                 10.678
STOCKTON                                            0.500        0.000              0.022           0.000                  8.328
PORT HUENEME                                        0.500        0.000              0.022           0.000                  6.678
NEW YORK                                            0.500        0.000              0.022           0.000                  7.828
BRANDON                                             0.500        0.000              0.022           0.000                  8.128
AURORA                                              0.500        0.000              0.022           0.000                  9.053
PALMDALE                                            0.500        0.000              0.022           0.000                  8.428
LOS ANGELES                                         0.500        0.000              0.022           0.000                  9.028
HOWELL TOWNSHIP                                     0.500        0.000              0.022           0.000                 10.553
SOUTH GATE                                          0.500        0.000              0.022           0.000                  6.478
QUAKERTOWN                                          0.500        0.000              0.022           0.000                  8.678
WESTMINSTER                                         0.500        0.000              0.022           0.000                  8.378
RAMONA                                              0.500        0.000              0.022           0.000                  8.028
SPRING                                              0.500        0.000              0.022           0.000                  9.328
ESCONDIDO                                           0.500        0.000              0.022           0.000                  7.178
DALY CITY                                           0.500        0.000              0.022           0.000                  8.178
MORRIS                                              0.500        0.000              0.022           0.000                  7.978
SCRANTON                                            0.500        0.000              0.022           0.000                  9.778
CORONA                                              0.500        0.000              0.022           0.000                  7.878
HIALEAH                                             0.500        0.000              0.022           0.000                  7.103
WOODLAND                                            0.500        0.000              0.022           0.000                  7.228
LOS ANGELES                                         0.500        0.000              0.022           0.000                  9.178
FAIRFIELD                                           0.500        0.000              0.022           0.000                  9.128
DESERT HOT SPRI                                     0.500        0.000              0.022           0.000                  7.653
CORONA                                              0.500        0.000              0.022           0.000                  7.428
LOS ANGELES                                         0.500        0.000              0.022           0.000                  9.178
CARSON                                              0.500        0.000              0.022           0.000                  9.378
UPPER DARBY TOW                                     0.500        0.000              0.022           0.000                  9.728
SAINT JOSEPH                                        0.500        0.000              0.022           0.000                  8.528
MIAMI                                               0.500        0.000              0.022           0.000                  6.778
PEEKSKILL                                           0.500        0.000              0.022           0.000                  7.428
SHAWNEE                                             0.500        0.000              0.022           0.000                  7.978
SEQUIM                                              0.500        0.000              0.022           0.000                  8.103
RIVERSIDE                                           0.500        0.000              0.022           0.000                  9.328
CHANDLER                                            0.500        0.000              0.022           0.000                  8.528
CORONA                                              0.500        0.000              0.022           0.000                  8.228
SCOTCH PLAINS T                                     0.500        0.000              0.022           0.000                  8.778
WEST CHICAGO                                        0.500        0.000              0.022           0.000                  9.578
SUMMERSET                                           0.500        0.000              0.022           0.000                  8.728
CENTENNIAL                                          0.500        0.000              0.022           0.000                  6.778
SOUTH BEND                                          0.500        0.000              0.022           0.000                  9.778
SAINT LOUIS                                         0.500        0.000              0.022           0.000                  7.978
JACKSONVILLE                                        0.500        0.000              0.022           0.000                  9.778
STATEN ISLAND                                       0.500        0.000              0.022           0.000                  7.128
WEST COVINA                                         0.500        0.000              0.022           0.000                  7.778
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  9.903
NAPLES                                              0.500        0.000              0.022           0.000                  8.228
HOUSTON                                             0.500        0.000              0.022           0.000                  9.278
MODESTO                                             0.500        0.000              0.022           0.000                 10.828
NAPLES                                              0.500        0.000              0.022           0.000                  7.678
GAITHERSBURG                                        0.500        0.000              0.022           0.000                  6.478
LOS ANGELES                                         0.500        0.000              0.022           0.000                  6.028
HAMMOND                                             0.500        0.000              0.022           0.000                  7.778
MISSOURI CITY                                       0.500        0.000              0.022           0.000                  9.628
ORLANDO                                             0.500        0.000              0.022           0.000                  8.678
QUEEN CREEK                                         0.500        0.000              0.022           0.000                  7.128
PALMDALE                                            0.500        0.000              0.022           0.000                  7.178
RANCHO SANTA MA                                     0.500        0.000              0.022           0.000                  7.078
MORENO VALLEY                                       0.500        0.000              0.022           0.000                  9.378
WILLIAMSPORT                                        0.500        0.000              0.022           0.000                  9.028
MIAMI                                               0.500        0.000              0.022           0.000                  8.028
WEST HEMPSTEAD                                      0.500        0.000              0.022           0.000                  6.978
SANTA ROSA                                          0.500        0.000              0.022           0.000                  8.178
MIAMI                                               0.500        0.000              0.022           0.000                  6.403
UNIONDALE                                           0.500        0.000              0.022           0.000                  7.428
TUSCALOOSA                                          0.500        0.000              0.022           0.000                  8.728
SAYVILLE                                            0.500        0.000              0.022           0.000                  8.578
INDIANAPOLIS                                        0.500        0.000              0.022           0.000                  6.978
CARMEL                                              0.500        0.000              0.022           0.000                  9.178
LONGVIEW                                            0.500        0.000              0.022           0.000                  9.578
MIAMI                                               0.500        0.000              0.022           0.000                  8.278
AMERICAN CANYON                                     0.500        0.000              0.022           0.000                  8.228
SIMI VALLEY                                         0.500        0.000              0.022           0.000                  8.868
DALLASTOWN                                          0.500        0.000              0.022           0.000                  8.128
HONOLULU                                            0.500        0.000              0.022           0.000                  9.128
RESERVE                                             0.500        0.000              0.022           0.000                 10.628
COLUMBUS                                            0.500        0.000              0.022           0.000                  9.478
CAROL STREAM                                        0.500        0.000              0.022           0.000                 10.228
DENHAM SPRINGS                                      0.500        0.000              0.022           0.000                  9.328
TUCSON                                              0.500        0.000              0.022           0.000                  8.328
NINEVEH                                             0.500        0.000              0.022           0.000                  8.828
PASADENA                                            0.500        0.000              0.022           0.000                  9.278
BRONX                                               0.500        0.000              0.022           0.000                  8.128
MIRAMAR                                             0.500        0.000              0.022           0.000                 10.478
MOUNT PROSPECT                                      0.500        0.000              0.022           0.000                  9.468
YONKERS                                             0.500        0.000              0.022           0.000                  8.378
SUNRISE                                             0.500        0.000              0.022           0.000                  8.428
NEWBURGH                                            0.500        0.000              0.022           0.000                  9.468
BETHEL PARK                                         0.500        0.000              0.022           0.000                 10.228
STOCKTON                                            0.500        0.000              0.022           0.000                  9.178
KISSIMMEE                                           0.500        0.000              0.022           0.000                  9.228
MILWAUKEE                                           0.500        0.000              0.022           0.000                  9.028
PALMDALE                                            0.500        0.000              0.022           0.000                  8.128
TEMPLE CITY                                         0.500        0.000              0.022           0.000                  7.428
RIVER VALE                                          0.500        0.000              0.022           0.000                  7.278
WEST MILFORD                                        0.500        0.000              0.022           0.000                  8.278
GARNER                                              0.500        0.000              0.022           0.000                  8.178
CORONA                                              0.500        0.000              0.022           0.000                  5.978
PHOENIX                                             0.500        0.000              0.022           0.000                  7.828
WATERBURY                                           0.500        0.000              0.022           0.000                 10.378
BAKERSFIELD                                         0.500        0.000              0.022           0.000                 11.378
DESERT HOT SPRI                                     0.500        0.000              0.022           0.000                  7.978
DAYTONA BEACH                                       0.500        0.000              0.022           0.000                  8.928
PHOENIX                                             0.500        0.000              0.022           0.000                  9.628
HAYTI                                               0.500        0.000              0.022           0.000                  9.378
FORT MYERS                                          0.500        0.000              0.022           0.000                  7.478
ANCHORAGE                                           0.500        0.000              0.022           0.000                  6.978
BURNS                                               0.500        0.000              0.022           0.000                  8.378
HOLLIS                                              0.500        0.000              0.022           0.000                  8.928
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  7.778
BROOKLYN                                            0.500        0.000              0.022           0.000                  7.778
SANTA ROSA                                          0.500        0.000              0.022           0.000                  8.953
LITTLETON                                           0.500        0.000              0.022           0.000                  8.128
BINGHAMTON                                          0.500        0.000              0.022           0.000                  9.678
BELLMORE                                            0.500        0.000              0.022           0.000                  7.228
LAS VEGAS                                           0.500        0.000              0.022           0.000                  6.078
WEST CHICAGO                                        0.500        0.000              0.022           0.000                 10.628
JEFFERSON CITY                                      0.500        0.000              0.022           0.000                  8.228
GOODYEAR                                            0.500        0.000              0.022           0.000                  9.278
TAMPA                                               0.500        0.000              0.022           0.000                  8.828
BIRMINGHAM                                          0.500        0.000              0.022           0.000                 10.428
MASSAPEQUA                                          0.500        0.000              0.022           0.000                  7.228
AUBURNDALE                                          0.500        0.000              0.022           0.000                  8.028
BROOKLYN                                            0.500        0.000              0.022           0.000                  8.578
LOS ANGELES                                         0.500        0.000              0.022           0.000                  5.678
MILWAUKEE                                           0.500        0.000              0.022           0.000                 11.278
JAMAICA                                             0.500        0.000              0.022           0.000                  9.278
NEW CANEY                                           0.500        0.000              0.022           0.000                  8.378
HIGHLAND                                            0.500        0.000              0.022           0.000                  7.078
MANGUM                                              0.500        0.000              0.022           0.000                  8.278
SAN JOSE                                            0.500        0.000              0.022           0.000                  9.028
OAKLAND                                             0.500        0.000              0.022           0.000                  7.028
FLEMINGTON                                          0.500        0.000              0.022           0.000                  9.128
ROSEDALE                                            0.500        0.000              0.022           0.000                  7.928
TWP OF VOORHEES                                     0.500        0.000              0.022           0.000                  7.028
CHICAGO                                             0.500        0.000              0.022           0.000                 10.128
CHICAGO                                             0.500        0.000              0.022           0.000                  7.978
DEPTFORD TWP.                                       0.500        0.000              0.022           0.000                  8.728
SALT LAKE CITY                                      0.500        0.000              0.022           0.000                  7.978
COLUMBIA                                            0.500        0.000              0.022           0.000                  7.278
AVONDALE                                            0.500        0.000              0.022           0.000                  7.678
RIVERSIDE                                           0.500        0.000              0.022           0.000                  8.128
COCOA BEACH                                         0.500        0.000              0.022           0.000                  7.928
LOS ANGELES                                         0.500        0.000              0.022           0.000                  7.078
ATLANTIC HIGHLA                                     0.500        0.000              0.022           0.000                  7.978
DERIDDER                                            0.500        0.000              0.022           0.000                  8.403
OREM                                                0.500        0.000              0.022           0.000                  9.128
LOS ANGELES                                         0.500        0.000              0.022           0.000                  6.328
ALLIANCE                                            0.500        0.000              0.022           0.000                  9.378
KURTISTOWN                                          0.500        0.000              0.022           0.000                  9.228
RIVERSIDE                                           0.500        0.000              0.022           0.000                  8.378
WESTMINSTER                                         0.500        0.000              0.022           0.000                  8.328
LONG BEACH                                          0.500        0.000              0.022           0.000                  8.078
RIVER VALE                                          0.500        0.000              0.022           0.000                  7.728
LAS CRUCES                                          0.500        0.000              0.022           0.000                 10.978
MANHASSET                                           0.500        0.000              0.022           0.000                  6.728
TUCSON                                              0.500        0.000              0.022           0.000                  7.428
REDONDO BEACH                                       0.500        0.000              0.022           0.000                  7.478
HAM LAKE                                            0.500        0.000              0.022           0.000                  6.428
STATEN ISLAND                                       0.500        0.000              0.022           0.000                  6.228
FONTANA                                             0.500        0.000              0.022           0.000                  7.278
SCOTTSDALE                                          0.500        0.000              0.022           0.000                  8.803
CHAMPLIN                                            0.500        0.000              0.022           0.000                  7.028
DEWEY                                               0.500        0.000              0.022           0.000                  6.728
WILLOWBROOK                                         0.500        0.000              0.022           0.000                 10.378
SPRINGFIELD                                         0.500        0.000              0.022           0.000                  8.878
HOUSTON                                             0.500        0.000              0.022           0.000                  8.728
LOS ANGELES                                         0.500        0.000              0.022           0.000                  6.603
GLENDALE HEIGHT                                     0.500        0.000              0.022           0.000                  8.228
RICHLAND                                            0.500        0.000              0.022           0.000                  7.878
RIALTO                                              0.500        0.000              0.022           0.000                  6.928
LAKE FOREST                                         0.500        0.000              0.022           0.000                  9.228
ARLINGTON HEIGH                                     0.500        0.000              0.022           0.000                  8.178
PHOENIX                                             0.500        0.000              0.022           0.000                  6.828
TOWNSHIP OF GAL                                     0.500        0.000              0.022           0.000                  8.878
DAYTONA BEACH                                       0.500        0.000              0.022           0.000                  8.778
AKRON                                               0.500        0.000              0.022           0.000                  8.628
FONTANA                                             0.500        0.000              0.022           0.000                  8.278
MESA                                                0.500        0.000              0.022           0.000                  8.178
MOUNT SINAI                                         0.500        0.000              0.022           0.000                  7.528
HARVEY                                              0.500        0.000              0.022           0.000                  7.328
CLEVELAND                                           0.500        0.000              0.022           0.000                  7.828
ONTARIO                                             0.500        0.000              0.022           0.000                  7.843
CHAMPAIGN                                           0.500        0.000              0.022           0.000                  7.128
LOS ANGELES                                         0.500        0.000              0.022           0.000                  7.078
JAMAICA                                             0.500        0.000              0.022           0.000                 10.828
NILES                                               0.500        0.000              0.022           0.000                  9.978
WASHINGTON                                          0.500        0.000              0.022           0.000                  8.978
LAS VEGAS                                           0.500        0.000              0.022           0.000                  7.278
MILWAUKEE                                           0.500        0.000              0.022           0.000                  7.928
CHICAGO                                             0.500        0.000              0.022           0.000                  8.978
FEDERAL WAY                                         0.500        0.000              0.022           0.000                  7.028
CHICAGO                                             0.500        0.000              0.022           0.000                  7.278
COLTON                                              0.500        0.000              0.022           0.000                  6.678
MESA                                                0.500        0.000              0.022           0.000                  8.828
KISSIMMEE                                           0.500        0.000              0.022           0.000                  6.428
ENGLEWOOD                                           0.500        0.000              0.022           0.000                  6.578
LOS ANGELES                                         0.500        0.000              0.022           0.000                  8.278
MIDLOTHIAN                                          0.500        0.000              0.022           0.000                  8.578
OLD GREENWICH                                       0.500        0.000              0.022           0.000                 10.728
SUTTER                                              0.500        0.000              0.022           0.000                  7.078
QUEENS                                              0.500        0.000              0.022           0.000                  8.228
BAY SHORE                                           0.500        0.000              0.022           0.000                  9.278
MAYWOOD                                             0.500        0.000              0.022           0.000                  7.828
BALTIMORE                                           0.500        0.000              0.022           0.000                  7.263
NAPERVILLE                                          0.500        0.000              0.022           0.000                  8.203
PENNGROVE                                           0.500        0.000              0.022           0.000                  6.778
DALLAS                                              0.500        0.000              0.022           0.000                  9.178
MADERA                                              0.500        0.000              0.022           0.000                  7.678
LOWELL                                              0.500        0.000              0.022           0.000                  7.578
MIAMI                                               0.500        0.000              0.022           0.000                  9.303
HIALEAH                                             0.500        0.000              0.022           0.000                  6.128
CHINO HILLS                                         0.500        0.000              0.022           0.000                  5.468
DE SOTO                                             0.500        0.000              0.022           0.000                  8.578
NAPERVILLE                                          0.500        0.000              0.022           0.000                  8.478
BAKERSFIELD                                         0.500        0.000              0.022           0.000                  8.028
PALM BAY                                            0.500        0.000              0.022           0.000                  9.628
CORNING                                             0.500        0.000              0.022           0.000                  7.328
YUMA                                                0.500        0.000              0.022           0.000                  7.028
MODESTO                                             0.500        0.000              0.022           0.000                  9.328
MARYSVILLE                                          0.500        0.000              0.022           0.000                  7.528
RIVERSIDE                                           0.500        0.000              0.022           0.000                  9.828
SCHAUMBURG                                          0.500        0.000              0.022           0.000                  6.878
ELMONT                                              0.500        0.000              0.022           0.000                  6.978
PALMDALE                                            0.500        0.000              0.022           0.000                  7.468
TAMPA                                               0.500        0.000              0.022           0.000                  9.703
ROCKWOOD                                            0.500        0.000              0.022           0.000                  6.478
JACKSON TOWNSHI                                     0.500        0.000              0.022           0.000                  8.128
MORENO VALLEY                                       0.500        0.000              0.022           0.000                  7.628
ALABASTER                                           0.500        0.000              0.022           0.000                 10.078
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  9.578
RICHMOND                                            0.500        0.000              0.022           0.000                  7.728
LAS VEGAS                                           0.500        0.000              0.022           0.000                  7.928
YUCAIPA                                             0.500        0.000              0.022           0.000                  7.028
ELGIN                                               0.500        0.000              0.022           0.000                  8.928
PALMDALE                                            0.500        0.000              0.022           0.000                  6.603
CLEVELAND                                           0.500        0.000              0.022           0.000                  8.078
SARTELL                                             0.500        0.000              0.022           0.000                  7.778
COLUMBIA                                            0.500        0.000              0.022           0.000                  8.678
LITTLE EGG HARBOR                                   0.500        0.000              0.022           0.000                  7.628
CHICAGO                                             0.500        0.000              0.022           0.000                  8.328
CHICAGO                                             0.500        0.000              0.022           0.000                  9.078
CHICAGO                                             0.500        0.000              0.022           0.000                  7.178
RIO RANCHO                                          0.500        0.000              0.022           0.000                  8.828
ELGIN                                               0.500        0.000              0.022           0.000                  8.128
LOCKPORT                                            0.500        0.000              0.022           0.000                  9.078
MIAMI                                               0.500        0.000              0.022           0.000                  6.603
TUCSON                                              0.500        0.000              0.022           0.000                  6.853
BIRMINGHAM                                          0.500        0.000              0.022           0.000                  7.853
SOMERVILLE                                          0.500        0.000              0.022           0.000                  8.478
CHIEFLAND                                           0.500        0.000              0.022           0.000                  7.728
KANSAS CITY                                         0.500        0.000              0.022           0.000                  9.028
CREST HILL                                          0.500        0.000              0.022           0.000                  7.578
OSHKOSH                                             0.500        0.000              0.022           0.000                 11.578
MILFORD                                             0.500        0.000              0.022           0.000                  9.203
HOT SPRINGS NAT                                     0.500        0.000              0.022           0.000                  7.353
PALMYRA                                             0.500        0.000              0.022           0.000                  7.853
ST LOUIS PARK                                       0.500        0.000              0.022           0.000                  8.603
WILLIAMSTOWN                                        0.500        0.000              0.022           0.000                  7.328
CHICAGO                                             0.500        0.000              0.022           0.000                  7.428
BOISE                                               0.500        0.000              0.022           0.000                  7.978
LAS VEGAS                                           0.500        0.000              0.022           0.000                  6.478
ABERDEEN                                            0.500        0.000              0.022           0.000                  7.728
NORTH LAS VEGAS                                     0.500        0.000              0.022           0.000                  7.728
MONTGOMERY                                          0.500        0.000              0.022           0.000                  7.628
OPA LOCKA                                           0.500        0.000              0.022           0.000                 10.753
SIOUX FALLS                                         0.500        0.000              0.022           0.000                  9.278
BALTIMORE                                           0.500        0.000              0.022           0.000                 10.678
KINGSLAND                                           0.500        0.000              0.022           0.000                  7.478
FORT WAYNE                                          0.500        0.000              0.022           0.000                  7.853
ANKENY                                              0.500        0.000              0.022           0.000                  6.478
CLAREMONT                                           0.500        0.000              0.022           0.000                  7.853
MONTGOMERY                                          0.500        0.000              0.022           0.000                  8.228
BEAUMONT                                            0.500        0.000              0.022           0.000                  7.228
OCALA                                               0.500        0.000              0.022           0.000                  6.853
GARDEN CITY                                         0.500        0.000              0.022           0.000                  7.728
OVERLAND PARK                                       0.500        0.000              0.022           0.000                 10.728
LAKEFIELD                                           0.500        0.000              0.022           0.000                  9.028
KENOSHA                                             0.500        0.000              0.022           0.000                  9.103
PHOENIX                                             0.500        0.000              0.022           0.000                  6.478
LOS ANGELES                                         0.500        0.000              0.022           0.000                  8.353
DENHAM SPRINGS                                      0.500        0.000              0.022           0.000                  8.778
MIAMI BEACH                                         0.500        0.000              0.022           0.000                  8.228
MIAMI                                               0.500        0.000              0.022           0.000                  9.103
HILBERT                                             0.500        0.000              0.022           0.000                  9.228
WEST MILFORD TOWNSHI                                0.500        0.000              0.022           0.000                  7.278
HOUSTON                                             0.500        0.000              0.022           0.000                  9.128
PLANTATION                                          0.500        0.000              0.022           0.000                 10.128
BOROUGH OF BROO                                     0.500        0.000              0.022           0.000                  6.978
OLD LYME                                            0.500        0.000              0.022           0.000                  8.073
SALT LAKE CITY                                      0.500        0.000              0.022           0.000                  9.278
NEWBURGH                                            0.500        0.000              0.022           0.000                  8.928
BRONX                                               0.500        0.000              0.022           0.000                  6.928
STREETSBORO                                         0.500        0.000              0.022           0.000                  8.688
MOREHEAD CITY                                       0.500        0.000              0.022           0.000                  9.753
COUNCIL BLUFFS                                      0.500        0.000              0.022           0.000                 10.778
HYATTSVILLE                                         0.500        0.000              0.022           0.000                  7.828
LAKE WALES                                          0.500        0.000              0.022           0.000                  8.828
VERO BEACH                                          0.500        0.000              0.022           0.000                  7.328
MILWAUKEE                                           0.500        0.000              0.022           0.000                  8.578
SUN PRAIRIE                                         0.500        0.000              0.022           0.000                  8.528
MILWAUKEE                                           0.500        0.000              0.022           0.000                  7.678
LAKE MARY                                           0.500        0.000              0.022           0.000                  8.828
ELKTON                                              0.500        0.000              0.022           0.000                  6.528
EAST PROVIDENCE                                     0.500        0.000              0.022           0.000                  9.378
HOUSTON                                             0.500        0.000              0.022           0.000                  8.278
RIALTO                                              0.500        0.000              0.022           0.000                  7.468
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.478
COVINGTON                                           0.500        0.000              0.022           0.000                  9.478
FRANKLIN PARK                                       0.500        0.000              0.022           0.000                  7.428
CHICAGO                                             0.500        0.000              0.022           0.000                  8.278
CLIFTON                                             0.500        0.000              0.022           0.000                  7.468
CHICAGO                                             0.500        0.000              0.022           0.000                  9.028
PUNTA GORDA                                         0.500        0.000              0.022           0.000                  7.528
ELM GROVE                                           0.500        0.000              0.022           0.000                  8.078
NEW LENOX                                           0.500        0.000              0.022           0.000                  7.428
GREENSBURG                                          0.500        0.000              0.022           0.000                 10.628
HERCULES                                            0.500        0.000              0.022           0.000                  7.728
LEAD                                                0.500        0.000              0.022           0.000                  8.578
TAMPA                                               0.500        0.000              0.022           0.000                  7.778
SUITLAND                                            0.500        0.000              0.022           0.000                  9.178
STATEN ISLAND                                       0.500        0.000              0.022           0.000                  7.078
CHICAGO                                             0.500        0.000              0.022           0.000                  8.528
BELLPORT                                            0.500        0.000              0.022           0.000                  8.028
POINT PLEASANT                                      0.500        0.000              0.022           0.000                  7.678
BLOOMFIELD                                          0.500        0.000              0.022           0.000                  8.328
TEANECK                                             0.500        0.000              0.022           0.000                  7.978
CEDAR RAPIDS                                        0.500        0.000              0.022           0.000                  8.728
CHITTENANGO                                         0.500        0.000              0.022           0.000                 10.678
WEST DES MOINES                                     0.500        0.000              0.022           0.000                  7.828
CHANDLER                                            0.500        0.000              0.022           0.000                  7.778
SOUTH HOLLAND                                       0.500        0.000              0.022           0.000                  8.003
JEANERETTE                                          0.500        0.000              0.022           0.000                  8.728
COLUMBIA                                            0.500        0.000              0.022           0.000                  7.678
CAMDEN                                              0.500        0.000              0.022           0.000                  8.678
LAS VEGAS                                           0.500        0.000              0.022           0.000                  8.628
NEWARK                                              0.500        0.000              0.022           0.000                 10.328
ELMONT                                              0.500        0.000              0.022           0.000                  6.328
LAS VEGAS                                           0.500        0.000              0.022           0.000                  9.628
AURORA                                              0.500        0.000              0.022           0.000                  7.728
RICHMOND                                            0.500        0.000              0.022           0.000                  6.328
CHICAGO                                             0.500        0.000              0.022           0.000                  7.928
JEANNETTE                                           0.500        0.000              0.022           0.000                  8.078
CALUMET CITY                                        0.500        0.000              0.022           0.000                  8.378
PALATINE                                            0.500        0.000              0.022           0.000                  7.353
LAS VEGAS                                           0.500        0.000              0.022           0.000                  9.628
LAS VEGAS                                           0.500        0.000              0.022           0.000                  9.378
WEST VALLEY CIT                                     0.500        0.000              0.022           0.000                  8.628
NESCONSET                                           0.500        0.000              0.022           0.000                  7.328
BRANDON                                             0.500        0.000              0.022           0.000                  9.628
STANHOPE                                            0.500        0.000              0.022           0.000                  7.978
CINCINNATI                                          0.500        0.000              0.022           0.000                  8.428
HOLLYWOOD                                           0.500        0.000              0.022           0.000                  7.228
PEQUOT LAKES                                        0.500        0.000              0.022           0.000                  7.103
SWANTON                                             0.500        0.000              0.022           0.000                  8.478
CLINTON                                             0.500        0.000              0.022           0.000                  7.103
CASCADE                                             0.500        0.000              0.022           0.000                  7.853
RAEFORD                                             0.500        0.000              0.022           0.000                  8.728
PUTNAM                                              0.500        0.000              0.022           0.000                  9.353
LOS ANGELES                                         0.500        0.000              0.022           0.000                  8.853
DURANGO                                             0.500        0.000              0.022           0.000                  6.978
LIVERMORE                                           0.500        0.000              0.022           0.000                  6.353
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.478
CULLMAN                                             0.500        0.000              0.022           0.000                  9.353
LANSING                                             0.500        0.000              0.022           0.000                  8.478
CRIVITZ                                             0.500        0.000              0.022           0.000                  8.728
HYATTSVILLE                                         0.500        0.000              0.022           0.000                  8.353
LEHIGH ACRES                                        0.500        0.000              0.022           0.000                  8.478
RANTOUL                                             0.500        0.000              0.022           0.000                  7.978
NEWBURGH                                            0.500        0.000              0.022           0.000                  7.728
MARLTON                                             0.500        0.000              0.022           0.000                  7.353
LANCASTER                                           0.500        0.000              0.022           0.000                  7.228
BELMONT                                             0.500        0.000              0.022           0.000                  7.478
POST FALLS                                          0.500        0.000              0.022           0.000                  8.478
WATERLOO                                            0.500        0.000              0.022           0.000                  8.103
HARVEY                                              0.500        0.000              0.022           0.000                  8.528
BLOOMINGTON                                         0.500        0.000              0.022           0.000                  8.153
NORTH FORT MYER                                     0.500        0.000              0.022           0.000                  7.978
SAFETY HARBOR                                       0.500        0.000              0.022           0.000                  7.978
YAKIMA                                              0.500        0.000              0.022           0.000                  6.228
ALBUQUERQUE                                         0.500        0.000              0.022           0.000                  7.853
LAKE VILLA                                          0.500        0.000              0.022           0.000                  7.978
BRIGHTON                                            0.500        0.000              0.022           0.000                  7.353
MILWAUKEE                                           0.500        0.000              0.022           0.000                  9.878
MIAMI                                               0.500        0.000              0.022           0.000                  8.978
ROCHESTER                                           0.500        0.000              0.022           0.000                  9.428
CHICAGO                                             0.500        0.000              0.022           0.000                  7.478
TEMPE                                               0.500        0.000              0.022           0.000                  7.328
CHANDLER                                            0.500        0.000              0.022           0.000                  6.978
MONTICELLO                                          0.500        0.000              0.022           0.000                  7.428
HARRISBURG                                          0.500        0.000              0.022           0.000                  8.978
COLDWATER                                           0.500        0.000              0.022           0.000                  7.878
SANTA CLARITA                                       0.500        0.000              0.022           0.000                  9.468
REVERE                                              0.500        0.000              0.022           0.000                 10.428
CRYSTAL LAKE                                        0.500        0.000              0.022           0.000                  7.728
MIAMI                                               0.500        0.000              0.022           0.000                  9.228
WONDER LAKE                                         0.500        0.000              0.022           0.000                  7.178
MUSTANG                                             0.500        0.000              0.022           0.000                  8.778
EASTLAKE                                            0.500        0.000              0.022           0.000                  9.828
LOS ANGELES                                         0.500        0.000              0.022           0.000                  6.978
MILWAUKEE                                           0.500        0.000              0.022           0.000                  9.278
TULARE                                              0.500        0.000              0.022           0.000                  7.678
GRAND RAPIDS                                        0.500        0.000              0.022           0.000                  8.378
RICE LAKE                                           0.500        0.000              0.022           0.000                  7.928
LAVEEN                                              0.500        0.000              0.022           0.000                  7.778
MONTGOMERY VILL                                     0.500        0.000              0.022           0.000                  6.475
CARVER                                              0.500        0.000              0.022           0.000                  7.953
NORTH MANKATO                                       0.500        0.000              0.022           0.000                  8.678
WAUKESHA                                            0.500        0.000              0.022           0.000                  8.678
WOODSTOCK                                           0.500        0.000              0.022           0.000                  7.440
BOWIE                                               0.500        0.000              0.022           0.000                  8.428
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.078
MESA                                                0.500        0.000              0.022           0.000                  6.278
DOLTON                                              0.500        0.000              0.022           0.000                  8.228
LOWELL                                              0.500        0.000              0.022           0.000                  7.928
PEORIA                                              0.500        0.000              0.022           0.000                  7.778
CHICAGO                                             0.500        0.000              0.022           0.000                  8.078
CHICAGO                                             0.500        0.000              0.022           0.000                 10.128
LADSON                                              0.500        0.000              0.022           0.000                  8.728
HALEDON                                             0.500        0.000              0.022           0.000                  6.728
PHOENIX                                             0.500        0.000              0.022           0.000                  7.928
ABERDEEN                                            0.500        0.000              0.022           0.000                  8.078
STREAMWOOD                                          0.500        0.000              0.022           0.000                  8.278
MANITOWOC                                           0.500        0.000              0.022           0.000                  7.478
LINDON                                              0.500        0.000              0.022           0.000                  8.278
HEYWORTH                                            0.500        0.000              0.022           0.000                  9.128
BRIDGEVIEW                                          0.500        0.000              0.022           0.000                  6.428
ROUND LAKE                                          0.500        0.000              0.022           0.000                  8.278
MENASHA                                             0.500        0.000              0.022           0.000                  9.428
DENVER                                              0.500        0.000              0.022           0.000                  9.015
WAIPAHU                                             0.500        0.000              0.022           0.000                  7.728
QUEEN CREEK                                         0.500        0.000              0.022           0.000                  8.528
FORT WORTH                                          0.500        0.000              0.022           0.000                  9.878
HOLLYWOOD                                           0.500        0.000              0.022           0.000                  9.278
VICTORVILLE                                         0.500        0.000              0.022           0.000                  7.978
ALTAMONTE SPRIN                                     0.500        0.000              0.022           0.000                  8.428
GIBSONTON                                           0.500        0.000              0.022           0.000                  6.728
PEORIA                                              0.500        0.000              0.022           0.000                  7.328
TACOMA                                              0.500        0.000              0.022           0.000                  8.378
LAS VEGAS                                           0.500        0.000              0.022           0.000                  9.878
BENSENVILLE                                         0.500        0.000              0.022           0.000                 10.440
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  7.628
MIAMI                                               0.500        0.000              0.022           0.000                  6.428
GERMANTOWN                                          0.500        0.000              0.022           0.000                  9.003
CHANDLER                                            0.500        0.000              0.022           0.000                  8.528
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  7.978
SPARKS                                              0.500        0.000              0.022           0.000                  7.468
LEHIGH ACRES                                        0.500        0.000              0.022           0.000                  9.778
JAMAICA                                             0.500        0.000              0.022           0.000                  6.428
CHICAGO                                             0.500        0.000              0.022           0.000                  6.728
HESPERIA                                            0.500        0.000              0.022           0.000                  8.128
ELMONT                                              0.500        0.000              0.022           0.000                  5.853
BOYNTON BEACH                                       0.500        0.000              0.022           0.000                  9.228
SWEET HOME                                          0.500        0.000              0.022           0.000                  8.628
STOUGHTON                                           0.500        0.000              0.022           0.000                  6.728
PHOENIX                                             0.500        0.000              0.022           0.000                  7.828
CASTAIC                                             0.500        0.000              0.022           0.000                  7.428
YORK                                                0.500        0.000              0.022           0.000                  7.478
WEST ORANGE                                         0.500        0.000              0.022           0.000                  8.928
ROBBINSDALE                                         0.500        0.000              0.022           0.000                  8.328
PITTSBURGH                                          0.500        0.000              0.022           0.000                  8.278
CHICAGO                                             0.500        0.000              0.022           0.000                  8.928
SANTA FE                                            0.500        0.000              0.022           0.000                  8.453
WORCESTER                                           0.500        0.000              0.022           0.000                  8.028
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.278
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  9.228
BALTIMORE                                           0.500        0.000              0.022           0.000                  8.128
LAUDERHILL                                          0.500        0.000              0.022           0.000                  6.878
ORANGEBURG                                          0.500        0.000              0.022           0.000                  7.678
HOMESTEAD                                           0.500        0.000              0.022           0.000                  9.588
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.528
BELVIDERE                                           0.500        0.000              0.022           0.000                  8.678
SARASOTA                                            0.500        0.000              0.022           0.000                  6.528
TUCKERTON                                           0.500        0.000              0.022           0.000                  8.528
LOS ANGELES                                         0.500        0.000              0.022           0.000                  8.228
APPLE VALLEY                                        0.500        0.000              0.022           0.000                  7.278
MIDDLETOWN                                          0.500        0.000              0.022           0.000                  7.328
RIALTO                                              0.500        0.000              0.022           0.000                  7.528
TAMPA                                               0.500        0.000              0.022           0.000                  8.540
ROCKFORD                                            0.500        0.000              0.022           0.000                  8.803
STOCKTON                                            0.500        0.000              0.022           0.000                  6.878
ALGONQUIN                                           0.500        0.000              0.022           0.000                  7.953
CASCADE                                             0.500        0.000              0.022           0.000                  9.028
VANCOUVER                                           0.500        0.000              0.022           0.000                  8.278
GLENDALE                                            0.500        0.000              0.022           0.000                  7.978
ROY                                                 0.500        0.000              0.022           0.000                  9.128
DENVER                                              0.500        0.000              0.022           0.000                  6.928
RIO RANCHO                                          0.500        0.000              0.022           0.000                 10.328
NORTH PALM BEAC                                     0.500        0.000              0.022           0.000                  8.278
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  9.078
MCHENRY                                             0.500        0.000              0.022           0.000                  8.328
HOWELL                                              0.500        0.000              0.022           0.000                  9.178
TUCSON                                              0.500        0.000              0.022           0.000                  8.628
OSWEGO                                              0.500        0.000              0.022           0.000                  7.728
VICTORVILLE                                         0.500        0.000              0.022           0.000                 10.028
PLACERVILLE                                         0.500        0.000              0.022           0.000                  7.728
EVERETT                                             0.500        0.000              0.022           0.000                  8.128
FONTANA                                             0.500        0.000              0.022           0.000                  9.428
LAKE STATION                                        0.500        0.000              0.022           0.000                  9.878
UNIVERSITY PARK                                     0.500        0.000              0.022           0.000                  8.028
OAK PARK                                            0.500        0.000              0.022           0.000                  7.128
LAUDERDALE LAKE                                     0.500        0.000              0.022           0.000                  7.628
SUPERIOR                                            0.500        0.000              0.022           0.000                  6.878
CANTON                                              0.500        0.000              0.022           0.000                  8.428
CLIFTON                                             0.500        0.000              0.022           0.000                  7.468
LEON                                                0.500        0.000              0.022           0.000                 10.228
CORTLANDT MANOR                                     0.500        0.000              0.022           0.000                  6.578
FORT PIERCE                                         0.500        0.000              0.022           0.000                  7.478
BROOKLYN                                            0.500        0.000              0.022           0.000                  6.678
WINTER GARDEN                                       0.500        0.000              0.022           0.000                  9.978
PLAINFIELD                                          0.500        0.000              0.022           0.000                  8.228
PHOENIX                                             0.500        0.000              0.022           0.000                  8.228
RICHMOND HILL                                       0.500        0.000              0.022           0.000                  8.928
CHICAGO                                             0.500        0.000              0.022           0.000                  7.128
PLAINFIELD                                          0.500        0.000              0.022           0.000                  8.778
SOUTH ELGIN                                         0.500        0.000              0.022           0.000                  8.978
LOS ANGELES                                         0.500        0.000              0.022           0.000                  8.978
SAINT CHARLES                                       0.500        0.000              0.022           0.000                  9.278
CHICAGO                                             0.500        0.000              0.022           0.000                  9.916
LAKE GENEVA                                         0.500        0.000              0.022           0.000                  9.478
PERRIS                                              0.500        0.000              0.022           0.000                  8.228
SACRAMENTO                                          0.500        0.000              0.022           0.000                  7.678
IRVINGTON                                           0.500        0.000              0.022           0.000                  7.778
ROUND LAKE PARK                                     0.500        0.000              0.022           0.000                  8.278
MOUNT PLEASANT                                      0.500        0.000              0.022           0.000                  7.928
HORSESHOE BAY                                       0.500        0.000              0.022           0.000                  6.278
MILWAUKEE                                           0.500        0.000              0.022           0.000                  8.028
LAUDERHILL                                          0.500        0.000              0.022           0.000                  8.328
DUBUQUE                                             0.500        0.000              0.022           0.000                  8.278
SAN DIEGO                                           0.500        0.000              0.022           0.000                  7.278
STILLWATER                                          0.500        0.000              0.022           0.000                  7.228
REDWOOD CITY                                        0.500        0.000              0.022           0.000                  8.178
MILWAUKEE                                           0.500        0.000              0.022           0.000                  8.428
DOLTON                                              0.500        0.000              0.022           0.000                  8.428
CHICAGO                                             0.500        0.000              0.022           0.000                  8.978
MINNEAPOLIS                                         0.500        0.000              0.022           0.000                  7.428
PHILADELPHIA                                        0.500        0.000              0.022           0.000                  8.128
SAINT PAUL                                          0.500        0.000              0.022           0.000                  7.328
BROOKHAVEN TOWN                                     0.500        0.000              0.022           0.000                  9.428
ALLENTOWN                                           0.500        0.000              0.022           0.000                  6.903
CHICAGO                                             0.500        0.000              0.022           0.000                 10.128
CHARLOTTE                                           0.500        0.000              0.022           0.000                  8.328
HALFMOON                                            0.500        0.000              0.022           0.000                 10.503
HIALEAH                                             0.500        0.000              0.022           0.000                  7.628
MEMPHIS                                             0.500        0.000              0.022           0.000                  5.828
PARAMOUNT                                           0.500        0.000              0.022           0.000                  6.528
HOMESTEAD                                           0.500        0.000              0.022           0.000                  8.153
RIVER FOREST                                        0.500        0.000              0.022           0.000                  9.528
JERSEY CITY                                         0.500        0.000              0.022           0.000                  6.468
MORENO VALLEY                                       0.500        0.000              0.022           0.000                  8.328
LAKE PARK                                           0.500        0.000              0.022           0.000                  8.328
HIALEAH                                             0.500        0.000              0.022           0.000                  7.128
DORAL                                               0.500        0.000              0.022           0.000                 10.228
HOLLYWOOD                                           0.500        0.000              0.022           0.000                  7.428
LAGUNA NIGUEL                                       0.500        0.000              0.022           0.000                  8.240
SANTA MARIA                                         0.500        0.000              0.022           0.000                  7.578
CUMBERLAND                                          0.500        0.000              0.022           0.000                  7.478
SINKING SPRINGS                                     0.500        0.000              0.022           0.000                  9.278
GENEVA                                              0.500        0.000              0.022           0.000                  9.503
DISTRICT HEIGHT                                     0.500        0.000              0.022           0.000                  7.328
SAINT CLAIR SHO                                     0.500        0.000              0.022           0.000                  9.453
SIMI VALLEY                                         0.500        0.000              0.022           0.000                  8.078
GARDEN GROVE                                        0.500        0.000              0.022           0.000                  7.028
PALMDALE                                            0.500        0.000              0.022           0.000                  9.678
PHOENIX                                             0.500        0.000              0.022           0.000                  7.228
MIAMI                                               0.500        0.000              0.022           0.000                  7.378
BOYNTON BEACH                                       0.500        0.000              0.022           0.000                  6.803
BERLIN                                              0.500        0.000              0.022           0.000                  6.828
OCALA                                               0.500        0.000              0.022           0.000                  8.178
PERRIS                                              0.500        0.000              0.022           0.000                  9.028
SPOKANE                                             0.500        0.000              0.022           0.000                  7.178
WASHINGTON                                          0.500        0.000              0.022           0.000                  8.118
KANSAS CITY                                         0.500        0.000              0.022           0.000                 10.478
CHICAGO                                             0.500        0.000              0.022           0.000                  7.653
NORTH MIAMI BEA                                     0.500        0.000              0.022           0.000                  9.778
CHARLOTTE                                           0.500        0.000              0.022           0.000                  7.228
MACEDONIA                                           0.500        0.000              0.022           0.000                  8.878
SYLMAR                                              0.500        0.000              0.022           0.000                  7.678
TOLLESON                                            0.500        0.000              0.022           0.000                  9.028
MIAMI                                               0.500        0.000              0.022           0.000                  5.628
LAKELAND                                            0.500        0.000              0.022           0.000                  7.878
SHELTON                                             0.500        0.000              0.022           0.000                  7.878
LEES SUMMIT                                         0.500        0.000              0.022           0.000                  9.378
TRUCKEE                                             0.500        0.000              0.022           0.000                  8.878
LONG BEACH                                          0.500        0.000              0.022           0.000                  8.328
SAN PABLO                                           0.500        0.000              0.022           0.000                  8.253
BAKERSFIELD                                         0.500        0.000              0.022           0.000                  9.128
CHINO HILLS                                         0.500        0.000              0.022           0.000                  7.878
MILWAUKEE                                           0.500        0.000              0.022           0.000                  9.278
PALMDALE                                            0.500        0.000              0.022           0.000                  7.078
LOS ANGELES                                         0.500        0.000              0.022           0.000                  7.528
DOWNEY                                              0.500        0.000              0.022           0.000                  7.528
CASA GRANDE                                         0.500        0.000              0.022           0.000                  8.728
MIAMI                                               0.500        0.000              0.022           0.000                  7.978
CHICAGO                                             0.500        0.000              0.022           0.000                 10.003
BALDWIN                                             0.500        0.000              0.022           0.000                  7.468
TOWNSHIP OF EVE                                     0.500        0.000              0.022           0.000                  6.468
COLORADO SPRING                                     0.500        0.000              0.022           0.000                  9.828
OVIEDO                                              0.500        0.000              0.022           0.000                  9.978
RAMONA                                              0.500        0.000              0.022           0.000                  8.515
BETHPAGE                                            0.500        0.000              0.022           0.000                  7.578
QUEEN CREEK                                         0.500        0.000              0.022           0.000                  8.628
INDIANAPOLIS                                        0.500        0.000              0.022           0.000                 11.153
MORENO VALLEY                                       0.500        0.000              0.022           0.000                  8.228
CARLSBAD                                            0.500        0.000              0.022           0.000                  7.328
CHICAGO                                             0.500        0.000              0.022           0.000                  8.728
CHICAGO                                             0.500        0.000              0.022           0.000                 10.378
TOWNSHIP OF BER                                     0.500        0.000              0.022           0.000                  9.468
ONTARIO                                             0.500        0.000              0.022           0.000                  8.178
LOS ANGELES                                         0.500        0.000              0.022           0.000                  8.468
ONTARIO                                             0.500        0.000              0.022           0.000                  6.528
CLOVIS                                              0.500        0.000              0.022           0.000                  9.928
COMPTON                                             0.500        0.000              0.022           0.000                  8.628
FRESNO                                              0.500        0.000              0.022           0.000                  7.478
SAN JACINTO                                         0.500        0.000              0.022           0.000                  7.728
DAYTONA BEACH                                       0.500        0.000              0.022           0.000                  7.428
NORWALK                                             0.500        0.000              0.022           0.000                  7.228
LEHIGH ACRES                                        0.500        0.000              0.022           0.000                  6.628
MORENO VALLEY                                       0.500        0.000              0.022           0.000                  7.728
OLYMPIA                                             0.500        0.000              0.022           0.000                  6.228
APOPKA                                              0.500        0.000              0.022           0.000                  9.128
WEST COVINA                                         0.500        0.000              0.022           0.000                  6.728
TWO HARBORS                                         0.500        0.000              0.022           0.000                  8.428
TWNSHP OF DOVER                                     0.500        0.000              0.022           0.000                  9.468
NEW HAVEN                                           0.500        0.000              0.022           0.000                 10.328
SPRING                                              0.500        0.000              0.022           0.000                  8.778
LA HABRA                                            0.500        0.000              0.022           0.000                  7.328
MASTIC BEACH                                        0.500        0.000              0.022           0.000                  8.628
FOSTORIA                                            0.500        0.000              0.022           0.000                  9.828
ADDISON                                             0.500        0.000              0.022           0.000                  7.678
PORT SAINT LUCI                                     0.500        0.000              0.022           0.000                  9.228
PEEKSKILL                                           0.500        0.000              0.022           0.000                  7.228
MESA                                                0.500        0.000              0.022           0.000                  9.578
SAN BERNARDINO                                      0.500        0.000              0.022           0.000                  9.278
MELROSE PARK                                        0.500        0.000              0.022           0.000                  7.353
FREEPORT                                            0.500        0.000              0.022           0.000                  8.468
ROSEDALE                                            0.500        0.000              0.022           0.000                  6.928
DELANO                                              0.500        0.000              0.022           0.000                  9.468
OMAHA                                               0.500        0.000              0.022           0.000                  8.878
VALLEJO                                             0.500        0.000              0.022           0.000                  7.528
CONCORD                                             0.500        0.000              0.022           0.000                  8.278
WHITTIER                                            0.500        0.000              0.022           0.000                  6.428
FULLERTON                                           0.500        0.000              0.022           0.000                  7.778
TAMPA                                               0.500        0.000              0.022           0.000                  8.728
ANAHEIM                                             0.500        0.000              0.022           0.000                  8.278
WILDWOOD                                            0.500        0.000              0.022           0.000                  6.878
LOS ANGELES                                         0.500        0.000              0.022           0.000                  6.878
CATHEDRAL CITY                                      0.500        0.000              0.022           0.000                  6.778
VALLEY STREAM                                       0.500        0.000              0.022           0.000                  7.678
TRACY                                               0.500        0.000              0.022           0.000                  9.578
BRONX                                               0.500        0.000              0.022           0.000                  9.878
MASSAPEQUA                                          0.500        0.000              0.022           0.000                  7.728
FORT WASHINGTON                                     0.500        0.000              0.022           0.000                  7.828
BRONX                                               0.500        0.000              0.022           0.000                  8.028
YORKVILLE                                           0.500        0.000              0.022           0.000                  7.828
MIAMI                                               0.500        0.000              0.022           0.000                  7.378
CEDAR RAPIDS                                        0.500        0.000              0.022           0.000                  9.278
GARY                                                0.500        0.000              0.022           0.000                  9.528
WHEATLEY HEIGHT                                     0.500        0.000              0.022           0.000                  6.678
CHICAGO                                             0.500        0.000              0.022           0.000                  8.028
WINDSOR                                             0.500        0.000              0.022           0.000                  6.003
MANTECA                                             0.500        0.000              0.022           0.000                  6.828
RIVERSIDE                                           0.500        0.000              0.022           0.000                  7.228
VICTORVILLE                                         0.500        0.000              0.022           0.000                  9.828
PORT HUENEME                                        0.500        0.000              0.022           0.000                  6.828
RISING SUN                                          0.500        0.000              0.022           0.000                  6.728
ANTIOCH                                             0.500        0.000              0.022           0.000                  7.978
PERRIS                                              0.500        0.000              0.022           0.000                  9.278
BALTIMORE                                           0.500        0.000              0.022           0.000                  7.468
FORT MYERS                                          0.500        0.000              0.022           0.000                  9.328



CITY1                                       MATURITY          STATED_                    STATED_             ORIGINAL_
                                            _DATE             ORIGINAL_TERM              REM_TERM            BALANCE
-----------------------------------------------------------------------------------------------------------------------------
WEST HAVEN                                      20061201                        360                 357           235,000.00
PHILADELPHIA                                    20061201                        360                 357            96,900.00
HOUSTON                                         20061201                        360                 357            85,410.00
AMERICAN CANYON                                 20061201                        360                 357           679,150.00
COLUMBIA                                        20061201                        360                 357           165,500.00
COCOA                                           20061201                        360                 357           103,700.00
COCOA                                           20061201                        360                 357           114,750.00
CLINTON                                         20061201                        360                 357           313,500.00
PEMBROKE PINES                                  20061201                        360                 357           159,600.00
PHOENIX                                         20061201                        360                 357           209,000.00
MISSION VIEJO                                   20061201                        360                 357           760,000.00
SAINT LOUIS                                     20061201                        360                 357            72,250.00
NORTH PORT                                      20061201                        360                 357           342,900.00
PHILADELPHIA                                    20061201                        360                 357            68,400.00
CHICAGO                                         20061201                        360                 357           449,350.00
LEHIGH ACRES                                    20061201                        360                 357           229,900.00
MIAMI                                           20061201                        360                 357           463,500.00
MADISON                                         20061201                        360                 357           156,750.00
LAWNDALE                                        20061201                        360                 357           711,000.00
HIGHLAND                                        20061201                        360                 357           125,000.00
LOS ANGELES                                     20061201                        360                 357           427,500.00
HILLSBOROUGH                                    20061201                        360                 357           463,500.00
MIDDLETOWN                                      20061201                        360                 357            93,500.00
NEW ORLEANS                                     20061201                        360                 357           154,800.00
BELLFLOWER                                      20061201                        360                 357           585,000.00
CRANSTON                                        20061201                        360                 357           335,000.00
HESPERIA                                        20061201                        360                 357           434,700.00
FONTANA                                         20061201                        360                 357           375,999.00
PHILADELPHIA                                    20061201                        360                 357            55,800.00
CORAM                                           20061201                        360                 357           320,000.00
HOMEWOOD                                        20070101                        360                 358           274,000.00
CHICAGO                                         20061201                        360                 357           423,000.00
MILWAUKEE                                       20061201                        360                 357           134,000.00
POMPANO BEACH                                   20061201                        360                 357           245,000.00
HOWELL                                          20070101                        360                 358           243,500.00
STOCKTON                                        20061201                        360                 357           437,750.00
PORT HUENEME                                    20061201                        360                 357           540,000.00
NEW YORK                                        20061201                        360                 357           607,500.00
BRANDON                                         20061201                        360                 357           121,500.00
AURORA                                          20061201                        360                 357           169,575.00
PALMDALE                                        20061201                        360                 357           308,750.00
LOS ANGELES                                     20061201                        360                 357           546,250.00
HOWELL TOWNSHIP                                 20061201                        360                 357           295,000.00
SOUTH GATE                                      20061201                        360                 357           468,000.00
QUAKERTOWN                                      20070101                        360                 358           288,000.00
WESTMINSTER                                     20061101                        360                 356           181,000.00
RAMONA                                          20070101                        360                 358           525,350.00
SPRING                                          20070101                        360                 358           137,300.00
ESCONDIDO                                       20061201                        360                 357           499,500.00
DALY CITY                                       20061201                        360                 357           650,000.00
MORRIS                                          20070101                        360                 358           199,500.00
SCRANTON                                        20061201                        360                 357            76,000.00
CORONA                                          20061201                        360                 357           558,000.00
HIALEAH                                         20061201                        360                 357           150,400.00
WOODLAND                                        20061201                        360                 357           540,000.00
LOS ANGELES                                     20061101                        360                 356           325,000.00
FAIRFIELD                                       20061201                        360                 357           308,750.00
DESERT HOT SPRI                                 20061201                        360                 357           315,000.00
CORONA                                          20061201                        360                 357           786,250.00
LOS ANGELES                                     20061201                        360                 357           684,000.00
CARSON                                          20061201                        360                 357           485,000.00
UPPER DARBY TOW                                 20061201                        360                 357            58,425.00
SAINT JOSEPH                                    20061201                        360                 357            59,850.00
MIAMI                                           20061201                        360                 357           570,000.00
PEEKSKILL                                       20070101                        360                 358           394,250.00
SHAWNEE                                         20061201                        360                 357           160,200.00
SEQUIM                                          20061201                        360                 357           517,500.00
RIVERSIDE                                       20061201                        360                 357           393,300.00
CHANDLER                                        20061201                        360                 357           547,675.00
CORONA                                          20061201                        360                 357           650,000.00
SCOTCH PLAINS T                                 20061201                        360                 357           546,250.00
WEST CHICAGO                                    20061201                        360                 357           228,950.00
SUMMERSET                                       20061201                        360                 357           165,205.00
CENTENNIAL                                      20061201                        360                 357           313,500.00
SOUTH BEND                                      20061101                        360                 356           156,750.00
SAINT LOUIS                                     20061201                        360                 357           146,300.00
JACKSONVILLE                                    20061201                        360                 357            54,450.00
STATEN ISLAND                                   20061201                        360                 357           427,500.00
WEST COVINA                                     20061201                        360                 357           553,500.00
PHILADELPHIA                                    20061201                        360                 357            67,500.00
NAPLES                                          20070101                        360                 358           422,910.00
HOUSTON                                         20070101                        360                 358            75,000.00
MODESTO                                         20061201                        360                 357           237,000.00
NAPLES                                          20061201                        360                 357           489,250.00
GAITHERSBURG                                    20061201                        360                 357           261,250.00
LOS ANGELES                                     20061201                        360                 357           498,750.00
HAMMOND                                         20061201                        360                 357            80,750.00
MISSOURI CITY                                   20061201                        360                 357           145,350.00
ORLANDO                                         20061201                        360                 357           198,000.00
QUEEN CREEK                                     20061201                        360                 357           199,500.00
PALMDALE                                        20061201                        360                 357           514,250.00
RANCHO SANTA MA                                 20061201                        360                 357           495,000.00
MORENO VALLEY                                   20061201                        360                 357           353,000.00
WILLIAMSPORT                                    20061201                        360                 357            69,750.00
MIAMI                                           20070101                        360                 358           134,910.00
WEST HEMPSTEAD                                  20061201                        360                 357           499,035.00
SANTA ROSA                                      20061201                        360                 357           585,000.00
MIAMI                                           20061201                        360                 357           403,750.00
UNIONDALE                                       20061201                        360                 357           431,000.00
TUSCALOOSA                                      20061201                        360                 357           104,400.00
SAYVILLE                                        20061001                        360                 355           432,000.00
INDIANAPOLIS                                    20060901                        360                 354           650,750.00
CARMEL                                          20061001                        360                 355           657,400.00
LONGVIEW                                        20061001                        360                 355            50,000.00
MIAMI                                           20061201                        360                 357           186,200.00
AMERICAN CANYON                                 20061201                        360                 357           783,000.00
SIMI VALLEY                                     20061101                        360                 356           599,999.00
DALLASTOWN                                      20061201                        360                 357            87,400.00
HONOLULU                                        20061101                        360                 356           373,500.00
RESERVE                                         20061001                        360                 355           115,000.00
COLUMBUS                                        20061001                        360                 355           220,000.00
CAROL STREAM                                    20061001                        360                 355           315,000.00
DENHAM SPRINGS                                  20061001                        360                 355            91,000.00
TUCSON                                          20061001                        360                 355           427,500.00
NINEVEH                                         20061101                        360                 356           133,000.00
PASADENA                                        20061201                        360                 357            83,000.00
BRONX                                           20061201                        360                 357           503,500.00
MIRAMAR                                         20061101                        360                 356           320,000.00
MOUNT PROSPECT                                  20061201                        360                 357           384,500.00
YONKERS                                         20061201                        360                 357           342,000.00
SUNRISE                                         20061201                        360                 357            54,000.00
NEWBURGH                                        20061201                        360                 357           486,000.00
BETHEL PARK                                     20061101                        360                 356           143,750.00
STOCKTON                                        20061201                        360                 357           340,000.00
KISSIMMEE                                       20061101                        360                 356           195,000.00
MILWAUKEE                                       20061201                        360                 357           166,500.00
PALMDALE                                        20061201                        360                 357           323,000.00
TEMPLE CITY                                     20061201                        360                 357           602,800.00
RIVER VALE                                      20061201                        360                 357           556,750.00
WEST MILFORD                                    20061201                        360                 357           297,000.00
GARNER                                          20061201                        360                 357           560,000.00
CORONA                                          20061101                        360                 356           608,000.00
PHOENIX                                         20061201                        360                 357           247,000.00
WATERBURY                                       20061201                        360                 357           214,000.00
BAKERSFIELD                                     20061201                        360                 357           135,000.00
DESERT HOT SPRI                                 20061101                        360                 356           267,750.00
DAYTONA BEACH                                   20061201                        360                 357           234,000.00
PHOENIX                                         20061201                        360                 357           228,000.00
HAYTI                                           20061201                        360                 357            57,000.00
FORT MYERS                                      20061201                        360                 357           254,628.00
ANCHORAGE                                       20061201                        360                 357           675,000.00
BURNS                                           20061201                        360                 357            63,000.00
HOLLIS                                          20061201                        360                 357           500,000.00
PHILADELPHIA                                    20061201                        360                 357           101,500.00
BROOKLYN                                        20061201                        360                 357           786,250.00
SANTA ROSA                                      20061201                        360                 357           598,500.00
LITTLETON                                       20061201                        360                 357           595,000.00
BINGHAMTON                                      20061201                        360                 357           135,468.00
BELLMORE                                        20061101                        360                 356           503,000.00
LAS VEGAS                                       20061201                        360                 357           557,600.00
WEST CHICAGO                                    20070101                        360                 358           230,000.00
JEFFERSON CITY                                  20061201                        360                 357            99,000.00
GOODYEAR                                        20061201                        360                 357           293,956.00
TAMPA                                           20070101                        360                 358           178,500.00
BIRMINGHAM                                      20061201                        360                 357            81,645.00
MASSAPEQUA                                      20061201                        360                 357           427,500.00
AUBURNDALE                                      20070101                        360                 358           103,500.00
BROOKLYN                                        20061201                        360                 357           585,000.00
LOS ANGELES                                     20061201                        360                 357           504,000.00
MILWAUKEE                                       20070101                        360                 358            52,250.00
JAMAICA                                         20061201                        360                 357           440,000.00
NEW CANEY                                       20061201                        360                 357           336,600.00
HIGHLAND                                        20061201                        360                 357           558,000.00
MANGUM                                          20061201                        360                 357            69,300.00
SAN JOSE                                        20061201                        360                 357           669,750.00
OAKLAND                                         20061201                        360                 357           720,000.00
FLEMINGTON                                      20070101                        360                 358           470,250.00
ROSEDALE                                        20061201                        360                 357           594,000.00
TWP OF VOORHEES                                 20061201                        360                 357           616,000.00
CHICAGO                                         20061201                        360                 357           238,000.00
CHICAGO                                         20061201                        360                 357           607,500.00
DEPTFORD TWP.                                   20070101                        360                 358           128,250.00
SALT LAKE CITY                                  20061201                        360                 357           185,000.00
COLUMBIA                                        20061201                        360                 357           289,750.00
AVONDALE                                        20061201                        360                 357           221,255.00
RIVERSIDE                                       20061201                        360                 357           475,000.00
COCOA BEACH                                     20061201                        360                 357           382,500.00
LOS ANGELES                                     20061201                        360                 357           561,000.00
ATLANTIC HIGHLA                                 20061201                        360                 357           304,000.00
DERIDDER                                        20070101                        360                 358            72,250.00
OREM                                            20061201                        360                 357           597,550.00
LOS ANGELES                                     20061201                        360                 357           652,000.00
ALLIANCE                                        20061201                        180                 177           127,800.00
KURTISTOWN                                      20061201                        360                 357           300,200.00
RIVERSIDE                                       20061201                        360                 357           418,000.00
WESTMINSTER                                     20070101                        360                 358           235,800.00
LONG BEACH                                      20070101                        360                 358           267,750.00
RIVER VALE                                      20070101                        360                 358           517,750.00
LAS CRUCES                                      20061201                        360                 357           124,000.00
MANHASSET                                       20061201                        360                 357           800,000.00
TUCSON                                          20070101                        360                 358           130,500.00
REDONDO BEACH                                   20070101                        360                 358           558,900.00
HAM LAKE                                        20061201                        360                 357           470,000.00
STATEN ISLAND                                   20070101                        360                 358           348,500.00
FONTANA                                         20070101                        360                 358           418,000.00
SCOTTSDALE                                      20061201                        360                 357           402,633.00
CHAMPLIN                                        20070101                        360                 358           247,000.00
DEWEY                                           20070101                        360                 358           267,216.00
WILLOWBROOK                                     20061201                        360                 357           299,250.00
SPRINGFIELD                                     20061201                        360                 357            67,450.00
HOUSTON                                         20070101                        360                 358            73,600.00
LOS ANGELES                                     20070101                        360                 358           517,500.00
GLENDALE HEIGHT                                 20070101                        360                 358            85,494.00
RICHLAND                                        20070101                        360                 358           291,650.00
RIALTO                                          20070101                        360                 358           370,500.00
LAKE FOREST                                     20070101                        360                 358           495,000.00
ARLINGTON HEIGH                                 20070101                        360                 358           193,500.00
PHOENIX                                         20070101                        360                 358           174,250.00
TOWNSHIP OF GAL                                 20061201                        360                 357           379,050.00
DAYTONA BEACH                                   20070101                        360                 358           163,800.00
AKRON                                           20061201                        360                 357            60,800.00
FONTANA                                         20070101                        360                 358           477,000.00
MESA                                            20061201                        360                 357           175,750.00
MOUNT SINAI                                     20070101                        360                 358           532,000.00
HARVEY                                          20070101                        360                 358            81,000.00
CLEVELAND                                       20070101                        360                 358            60,300.00
ONTARIO                                         20070101                        360                 358           416,700.00
CHAMPAIGN                                       20070101                        360                 358           198,000.00
LOS ANGELES                                     20061201                        360                 357           656,000.00
JAMAICA                                         20061201                        360                 357           355,000.00
NILES                                           20070101                        360                 358           350,000.00
WASHINGTON                                      20070101                        360                 358           128,350.00
LAS VEGAS                                       20070101                        360                 358           221,350.00
MILWAUKEE                                       20061201                        360                 357           100,000.00
CHICAGO                                         20061201                        360                 357           180,000.00
FEDERAL WAY                                     20061201                        360                 357           297,000.00
CHICAGO                                         20061201                        360                 357           430,000.00
COLTON                                          20061201                        360                 357           405,000.00
MESA                                            20061201                        360                 357           230,000.00
KISSIMMEE                                       20061201                        360                 357           279,000.00
ENGLEWOOD                                       20070101                        360                 358           406,600.00
LOS ANGELES                                     20061201                        360                 357           498,750.00
MIDLOTHIAN                                      20070101                        360                 358           210,000.00
OLD GREENWICH                                   20061201                        360                 357           468,000.00
SUTTER                                          20061201                        360                 357           205,000.00
QUEENS                                          20061201                        360                 357           750,000.00
BAY SHORE                                       20061201                        360                 357           400,000.00
MAYWOOD                                         20061201                        360                 357           562,500.00
BALTIMORE                                       20070101                        360                 358           100,800.00
NAPERVILLE                                      20061201                        360                 357           200,250.00
PENNGROVE                                       20061201                        360                 357           740,000.00
DALLAS                                          20070101                        360                 358            66,500.00
MADERA                                          20070101                        360                 358           246,500.00
LOWELL                                          20070101                        360                 358           256,500.00
MIAMI                                           20070101                        360                 358           133,470.00
HIALEAH                                         20070101                        360                 358           297,000.00
CHINO HILLS                                     20061201                        360                 357           634,500.00
DE SOTO                                         20070101                        360                 358            89,250.00
NAPERVILLE                                      20061201                        360                 357           451,250.00
BAKERSFIELD                                     20061201                        360                 357           475,000.00
PALM BAY                                        20061201                        360                 357           149,000.00
CORNING                                         20061201                        240                 237           494,000.00
YUMA                                            20070101                        360                 358           225,250.00
MODESTO                                         20061201                        360                 357           607,500.00
MARYSVILLE                                      20070101                        360                 358           403,750.00
RIVERSIDE                                       20061201                        360                 357           453,500.00
SCHAUMBURG                                      20061201                        360                 357           511,500.00
ELMONT                                          20061201                        360                 357           549,000.00
PALMDALE                                        20070101                        360                 358           456,000.00
TAMPA                                           20070101                        360                 358           148,000.00
ROCKWOOD                                        20070101                        360                 358           189,000.00
JACKSON TOWNSHI                                 20061201                        360                 357           432,000.00
MORENO VALLEY                                   20061201                        360                 357           484,000.00
ALABASTER                                       20061201                        360                 357           135,000.00
PHILADELPHIA                                    20061201                        360                 357           232,750.00
RICHMOND                                        20061201                        360                 357           470,000.00
LAS VEGAS                                       20061201                        360                 357           445,500.00
YUCAIPA                                         20061201                        360                 357           380,000.00
ELGIN                                           20070101                        360                 358           117,800.00
PALMDALE                                        20070101                        360                 358           361,250.00
CLEVELAND                                       20061201                        360                 357            79,200.00
SARTELL                                         20070101                        360                 358           211,500.00
COLUMBIA                                        20070101                        360                 358            50,825.00
LITTLE EGG HARBOR                               20070101                        360                 358           387,000.00
CHICAGO                                         20070101                        360                 358           243,900.00
CHICAGO                                         20070101                        360                 358           382,500.00
CHICAGO                                         20070101                        360                 358           263,150.00
RIO RANCHO                                      20070101                        360                 358            93,500.00
ELGIN                                           20070101                        360                 358           209,000.00
LOCKPORT                                        20070101                        360                 358           187,200.00
MIAMI                                           20061201                        360                 357           226,100.00
TUCSON                                          20070101                        360                 358           125,010.00
BIRMINGHAM                                      20061201                        360                 357           103,050.00
SOMERVILLE                                      20070101                        360                 358           568,000.00
CHIEFLAND                                       20061201                        360                 357           115,200.00
KANSAS CITY                                     20070101                        360                 358            91,800.00
CREST HILL                                      20070101                        360                 358           180,000.00
OSHKOSH                                         20070101                        360                 358            89,250.00
MILFORD                                         20070101                        360                 358           212,500.00
HOT SPRINGS NAT                                 20061201                        360                 357           105,300.00
PALMYRA                                         20061201                        360                 357           234,000.00
ST LOUIS PARK                                   20070101                        360                 358           226,800.00
WILLIAMSTOWN                                    20070101                        360                 358           308,700.00
CHICAGO                                         20070101                        360                 358           230,000.00
BOISE                                           20061201                        360                 357           196,300.00
LAS VEGAS                                       20070101                        360                 358           145,431.00
ABERDEEN                                        20061201                        360                 357           132,841.00
NORTH LAS VEGAS                                 20070101                        360                 358           232,650.00
MONTGOMERY                                      20070101                        360                 358           163,800.00
OPA LOCKA                                       20070101                        360                 358           154,800.00
SIOUX FALLS                                     20070101                        360                 358           311,125.00
BALTIMORE                                       20070101                        360                 358            76,500.00
KINGSLAND                                       20061201                        360                 357           133,000.00
FORT WAYNE                                      20070101                        360                 358            71,190.00
ANKENY                                          20061201                        360                 357           108,000.00
CLAREMONT                                       20070101                        360                 358            82,845.00
MONTGOMERY                                      20061201                        360                 357           129,979.00
BEAUMONT                                        20061201                        360                 357           345,960.00
OCALA                                           20070101                        360                 358           150,542.00
GARDEN CITY                                     20061201                        360                 357           123,120.00
OVERLAND PARK                                   20070101                        360                 358           199,500.00
LAKEFIELD                                       20070101                        360                 358            74,500.00
KENOSHA                                         20070101                        360                 358           134,550.00
PHOENIX                                         20070101                        360                 358           237,500.00
LOS ANGELES                                     20070101                        360                 358           329,670.00
DENHAM SPRINGS                                  20061101                        360                 356           118,750.00
MIAMI BEACH                                     20061201                        360                 357           313,500.00
MIAMI                                           20061201                        360                 357           549,000.00
HILBERT                                         20061201                        360                 357            90,000.00
WEST MILFORD TOWNSHI                            20070101                        360                 358           342,000.00
HOUSTON                                         20061201                        360                 357           118,750.00
PLANTATION                                      20070101                        360                 358           169,900.00
BOROUGH OF BROO                                 20061201                        360                 357           627,000.00
OLD LYME                                        20070101                        360                 358           594,000.00
SALT LAKE CITY                                  20061201                        360                 357            92,000.00
NEWBURGH                                        20061201                        360                 357           255,000.00
BRONX                                           20061201                        360                 357           459,000.00
STREETSBORO                                     20061201                        360                 357           135,000.00
MOREHEAD CITY                                   20070101                        360                 358           382,500.00
COUNCIL BLUFFS                                  20061201                        360                 357            85,500.00
HYATTSVILLE                                     20070101                        360                 358           130,000.00
LAKE WALES                                      20070101                        360                 358           112,500.00
VERO BEACH                                      20070101                        360                 358           202,500.00
MILWAUKEE                                       20070101                        360                 358           146,700.00
SUN PRAIRIE                                     20061201                        360                 357           236,700.00
MILWAUKEE                                       20070101                        360                 358           172,800.00
LAKE MARY                                       20070101                        360                 358           268,850.00
ELKTON                                          20070101                        360                 358           389,500.00
EAST PROVIDENCE                                 20061201                        360                 357           225,150.00
HOUSTON                                         20070101                        360                 358           117,000.00
RIALTO                                          20060701                        360                 352           342,000.00
PHILADELPHIA                                    20070101                        360                 358            60,300.00
COVINGTON                                       20070101                        360                 358            97,750.00
FRANKLIN PARK                                   20070101                        360                 358           405,000.00
CHICAGO                                         20061201                        360                 357           229,500.00
CLIFTON                                         20070101                        360                 358           479,750.00
CHICAGO                                         20070101                        360                 358           190,000.00
PUNTA GORDA                                     20060701                        360                 352           522,000.00
ELM GROVE                                       20060701                        360                 352           446,500.00
NEW LENOX                                       20060701                        360                 352           495,000.00
GREENSBURG                                      20060801                        360                 353           135,680.00
HERCULES                                        20060901                        360                 354           551,000.00
LEAD                                            20070101                        360                 358            77,760.00
TAMPA                                           20070101                        360                 358           200,680.00
SUITLAND                                        20070101                        360                 358           292,500.00
STATEN ISLAND                                   20070101                        360                 358           234,000.00
CHICAGO                                         20070101                        360                 358           219,600.00
BELLPORT                                        20070101                        360                 358           301,500.00
POINT PLEASANT                                  20070101                        360                 358           323,000.00
BLOOMFIELD                                      20070101                        360                 358           339,300.00
TEANECK                                         20070101                        360                 358           405,000.00
CEDAR RAPIDS                                    20070101                        360                 358           190,950.00
CHITTENANGO                                     20070101                        360                 358            76,000.00
WEST DES MOINES                                 20070101                        360                 358           265,000.00
CHANDLER                                        20070101                        360                 358           252,000.00
SOUTH HOLLAND                                   20070101                        360                 358           185,250.00
JEANERETTE                                      20070101                        360                 358            65,550.00
COLUMBIA                                        20070101                        360                 358           229,500.00
CAMDEN                                          20070101                        360                 358            85,000.00
LAS VEGAS                                       20070101                        360                 358           180,000.00
NEWARK                                          20070101                        360                 358           285,000.00
ELMONT                                          20070101                        360                 358           430,000.00
LAS VEGAS                                       20070101                        360                 358           218,500.00
AURORA                                          20070101                        360                 358           161,500.00
RICHMOND                                        20070101                        360                 358           468,000.00
CHICAGO                                         20070101                        360                 358           178,980.00
JEANNETTE                                       20070101                        360                 358           112,200.00
CALUMET CITY                                    20070101                        360                 358           107,100.00
PALATINE                                        20070101                        360                 358           288,000.00
LAS VEGAS                                       20070101                        360                 358           218,500.00
LAS VEGAS                                       20070101                        360                 358           280,250.00
WEST VALLEY CIT                                 20070101                        360                 358           153,000.00
NESCONSET                                       20070101                        360                 358           498,750.00
BRANDON                                         20070101                        360                 358           207,000.00
STANHOPE                                        20070101                        360                 358           259,000.00
CINCINNATI                                      20061001                        360                 355           100,000.00
HOLLYWOOD                                       20061001                        360                 355           262,260.00
PEQUOT LAKES                                    20061201                        360                 357           301,150.00
SWANTON                                         20061201                        360                 357           144,000.00
CLINTON                                         20061201                        360                 357           142,300.00
CASCADE                                         20061201                        360                 357           183,150.00
RAEFORD                                         20061201                        360                 357           110,000.00
PUTNAM                                          20061201                        360                 357           211,500.00
LOS ANGELES                                     20061201                        360                 357           427,500.00
DURANGO                                         20061201                        360                 357           315,000.00
LIVERMORE                                       20070101                        360                 358           605,000.00
PHILADELPHIA                                    20061201                        360                 357            85,000.00
CULLMAN                                         20061201                        360                 357           142,500.00
LANSING                                         20061201                        360                 357            92,700.00
CRIVITZ                                         20061201                        360                 357           175,500.00
HYATTSVILLE                                     20070101                        360                 358           124,200.00
LEHIGH ACRES                                    20061201                        300                 297           152,000.00
RANTOUL                                         20061201                        360                 357           133,000.00
NEWBURGH                                        20061201                        360                 357           306,000.00
MARLTON                                         20061201                        360                 357           439,000.00
LANCASTER                                       20061201                        360                 357           422,000.00
BELMONT                                         20070101                        360                 358           167,200.00
POST FALLS                                      20061201                        360                 357           198,000.00
WATERLOO                                        20061201                        360                 357           169,100.00
HARVEY                                          20070101                        360                 358            72,900.00
BLOOMINGTON                                     20070101                        360                 358           255,550.00
NORTH FORT MYER                                 20061201                        360                 357           310,000.00
SAFETY HARBOR                                   20061201                        360                 357           597,500.00
YAKIMA                                          20061201                        360                 357           112,476.00
ALBUQUERQUE                                     20061201                        360                 357           165,420.00
LAKE VILLA                                      20061201                        360                 357           172,593.00
BRIGHTON                                        20070101                        360                 358           197,600.00
MILWAUKEE                                       20070101                        360                 358           135,000.00
MIAMI                                           20070101                        360                 358           123,500.00
ROCHESTER                                       20070101                        360                 358            78,300.00
CHICAGO                                         20070101                        360                 358           293,250.00
TEMPE                                           20070101                        360                 358           280,250.00
CHANDLER                                        20070101                        360                 358           274,500.00
MONTICELLO                                      20070101                        360                 358           170,000.00
HARRISBURG                                      20070101                        360                 358           115,515.00
COLDWATER                                       20070101                        360                 358            93,100.00
SANTA CLARITA                                   20070101                        360                 358           408,500.00
REVERE                                          20070101                        360                 358           126,000.00
CRYSTAL LAKE                                    20070101                        360                 358           271,800.00
MIAMI                                           20070101                        360                 358           308,750.00
WONDER LAKE                                     20070101                        360                 358           185,250.00
MUSTANG                                         20070101                        360                 358           141,550.00
EASTLAKE                                        20070101                        360                 358           126,900.00
LOS ANGELES                                     20070101                        360                 358           540,000.00
MILWAUKEE                                       20070101                        360                 358            72,000.00
TULARE                                          20070101                        360                 358           165,000.00
GRAND RAPIDS                                    20070101                        360                 358            99,000.00
RICE LAKE                                       20070101                        360                 358           112,500.00
LAVEEN                                          20070101                        360                 358           242,100.00
MONTGOMERY VILL                                 20070101                        360                 358           297,500.00
CARVER                                          20070101                        360                 358           292,500.00
NORTH MANKATO                                   20070101                        360                 358           202,000.00
WAUKESHA                                        20070101                        360                 358           182,750.00
WOODSTOCK                                       20070101                        360                 358           220,500.00
BOWIE                                           20070101                        360                 358           674,500.00
PHILADELPHIA                                    20070101                        360                 358           102,000.00
MESA                                            20070101                        360                 358           226,500.00
DOLTON                                          20070101                        360                 358           145,350.00
LOWELL                                          20070101                        360                 358           145,350.00
PEORIA                                          20070101                        360                 358           158,650.00
CHICAGO                                         20070101                        360                 358           285,300.00
CHICAGO                                         20070101                        360                 358           140,000.00
LADSON                                          20070101                        360                 358            99,000.00
HALEDON                                         20070101                        360                 358           387,000.00
PHOENIX                                         20070101                        360                 358           186,300.00
ABERDEEN                                        20070101                        360                 358           406,000.00
STREAMWOOD                                      20070101                        360                 358           258,300.00
MANITOWOC                                       20070101                        360                 358            95,000.00
LINDON                                          20070101                        360                 358           450,000.00
HEYWORTH                                        20070101                        360                 358            82,800.00
BRIDGEVIEW                                      20070101                        360                 358           301,500.00
ROUND LAKE                                      20070101                        360                 358           231,300.00
MENASHA                                         20070101                        360                 358            91,800.00
DENVER                                          20070101                        360                 358           153,900.00
WAIPAHU                                         20070101                        360                 358           475,000.00
QUEEN CREEK                                     20070101                        360                 358           251,740.00
FORT WORTH                                      20070101                        360                 358           148,750.00
HOLLYWOOD                                       20070101                        360                 358           240,000.00
VICTORVILLE                                     20070101                        360                 358           285,000.00
ALTAMONTE SPRIN                                 20070101                        360                 358           177,750.00
GIBSONTON                                       20070101                        360                 358           249,300.00
PEORIA                                          20070101                        360                 358           262,800.00
TACOMA                                          20070101                        360                 358           294,000.00
LAS VEGAS                                       20070101                        360                 358           205,485.00
BENSENVILLE                                     20061201                        360                 357           272,000.00
PHILADELPHIA                                    20070101                        360                 358            69,275.00
MIAMI                                           20070101                        360                 358           194,750.00
GERMANTOWN                                      20070101                        360                 358           369,000.00
CHANDLER                                        20061201                        360                 357           215,000.00
PHILADELPHIA                                    20070101                        360                 358            75,050.00
SPARKS                                          20070101                        360                 358           332,000.00
LEHIGH ACRES                                    20070101                        360                 358           224,900.00
JAMAICA                                         20070101                        360                 358           441,000.00
CHICAGO                                         20070101                        360                 358           284,750.00
HESPERIA                                        20070101                        360                 358           382,000.00
ELMONT                                          20070101                        360                 358           472,500.00
BOYNTON BEACH                                   20070101                        360                 358           256,500.00
SWEET HOME                                      20061201                        360                 357           247,000.00
STOUGHTON                                       20070101                        360                 358           364,500.00
PHOENIX                                         20070101                        360                 358           203,300.00
CASTAIC                                         20070101                        360                 358           663,000.00
YORK                                            20061201                        360                 357           137,750.00
WEST ORANGE                                     20070101                        360                 358           351,500.00
ROBBINSDALE                                     20070101                        360                 358           207,000.00
PITTSBURGH                                      20070101                        360                 358           154,800.00
CHICAGO                                         20070101                        360                 358           156,750.00
SANTA FE                                        20070101                        360                 358           260,000.00
WORCESTER                                       20070101                        360                 358           235,800.00
PHILADELPHIA                                    20070101                        360                 358            73,800.00
PHILADELPHIA                                    20070101                        360                 358            58,500.00
BALTIMORE                                       20070101                        360                 358           247,000.00
LAUDERHILL                                      20070101                        360                 358           387,000.00
ORANGEBURG                                      20070101                        360                 358           116,850.00
HOMESTEAD                                       20070101                        360                 358           256,500.00
PHILADELPHIA                                    20070101                        360                 358           208,800.00
BELVIDERE                                       20070101                        360                 358           148,500.00
SARASOTA                                        20070101                        360                 358           203,000.00
TUCKERTON                                       20070101                        360                 358           337,250.00
LOS ANGELES                                     20070101                        360                 358           483,300.00
APPLE VALLEY                                    20070101                        360                 358           268,850.00
MIDDLETOWN                                      20070101                        360                 358           160,000.00
RIALTO                                          20070101                        360                 358           346,500.00
TAMPA                                           20070101                        360                 358           251,750.00
ROCKFORD                                        20070101                        360                 358            85,500.00
STOCKTON                                        20070101                        360                 358           636,500.00
ALGONQUIN                                       20070101                        360                 358           212,949.00
CASCADE                                         20070101                        360                 358           111,600.00
VANCOUVER                                       20070101                        360                 358           202,500.00
GLENDALE                                        20070101                        360                 358           567,000.00
ROY                                             20070101                        360                 358           120,600.00
DENVER                                          20061201                        360                 357           423,000.00
RIO RANCHO                                      20070101                        360                 358           153,000.00
NORTH PALM BEAC                                 20070101                        360                 358           120,700.00
PHILADELPHIA                                    20070101                        360                 358           190,000.00
MCHENRY                                         20070101                        360                 358           224,200.00
HOWELL                                          20070101                        360                 358           405,000.00
TUCSON                                          20070101                        360                 358            99,000.00
OSWEGO                                          20070101                        360                 358           279,000.00
VICTORVILLE                                     20061201                        360                 357           376,200.00
PLACERVILLE                                     20070101                        360                 358           310,000.00
EVERETT                                         20070101                        360                 358           225,250.00
FONTANA                                         20070101                        360                 358           403,750.00
LAKE STATION                                    20070101                        360                 358            63,650.00
UNIVERSITY PARK                                 20070101                        360                 358            59,400.00
OAK PARK                                        20070101                        360                 358           302,100.00
LAUDERDALE LAKE                                 20070101                        360                 358            76,000.00
SUPERIOR                                        20070101                        360                 358           122,400.00
CANTON                                          20070101                        360                 358           389,500.00
CLIFTON                                         20061201                        360                 357           445,500.00
LEON                                            20061201                        360                 357            72,200.00
CORTLANDT MANOR                                 20070101                        360                 358           475,000.00
FORT PIERCE                                     20070101                        360                 358           216,000.00
BROOKLYN                                        20061201                        360                 357           579,500.00
WINTER GARDEN                                   20061201                        360                 357           470,000.00
PLAINFIELD                                      20061201                        360                 357           292,500.00
PHOENIX                                         20070101                        360                 358           162,000.00
RICHMOND HILL                                   20070101                        360                 358           389,500.00
CHICAGO                                         20070101                        360                 358           315,000.00
PLAINFIELD                                      20070101                        360                 358           307,800.00
SOUTH ELGIN                                     20070101                        360                 358           291,600.00
LOS ANGELES                                     20070101                        360                 358           256,500.00
SAINT CHARLES                                   20070101                        360                 358           232,750.00
CHICAGO                                         20070101                        360                 358           118,655.00
LAKE GENEVA                                     20070101                        360                 358           108,000.00
PERRIS                                          20061201                        360                 357           347,400.00
SACRAMENTO                                      20070101                        360                 358           313,500.00
IRVINGTON                                       20061201                        360                 357           200,000.00
ROUND LAKE PARK                                 20070101                        360                 358           135,000.00
MOUNT PLEASANT                                  20070101                        360                 358           348,650.00
HORSESHOE BAY                                   20061201                        360                 357           477,000.00
MILWAUKEE                                       20070101                        360                 358            85,500.00
LAUDERHILL                                      20070101                        360                 358           112,900.00
DUBUQUE                                         20061201                        360                 357            68,000.00
SAN DIEGO                                       20061201                        360                 357           427,500.00
STILLWATER                                      20070101                        360                 358           563,500.00
REDWOOD CITY                                    20070101                        360                 358           640,000.00
MILWAUKEE                                       20070101                        360                 358            99,000.00
DOLTON                                          20070101                        360                 358           117,000.00
CHICAGO                                         20070101                        360                 358           437,000.00
MINNEAPOLIS                                     20070101                        360                 358           141,360.00
PHILADELPHIA                                    20070101                        360                 358           131,250.00
SAINT PAUL                                      20070101                        360                 358           180,500.00
BROOKHAVEN TOWN                                 20070101                        360                 358           396,000.00
ALLENTOWN                                       20070101                        360                 358           310,000.00
CHICAGO                                         20070101                        360                 358           169,000.00
CHARLOTTE                                       20061201                        360                 357           185,400.00
HALFMOON                                        20061201                        360                 357           263,000.00
HIALEAH                                         20070101                        360                 358           161,500.00
MEMPHIS                                         20061201                        360                 357           135,000.00
PARAMOUNT                                       20061201                        360                 357           357,300.00
HOMESTEAD                                       20070101                        360                 358           241,200.00
RIVER FOREST                                    20070101                        360                 358           171,000.00
JERSEY CITY                                     20070101                        360                 358           422,750.00
MORENO VALLEY                                   20070101                        360                 358           456,000.00
LAKE PARK                                       20061201                        360                 357           202,500.00
HIALEAH                                         20070101                        360                 358           229,500.00
DORAL                                           20061201                        360                 357           432,440.00
HOLLYWOOD                                       20070101                        360                 358           182,000.00
LAGUNA NIGUEL                                   20061201                        360                 357           367,200.00
SANTA MARIA                                     20070101                        360                 358           504,000.00
CUMBERLAND                                      20061201                        360                 357           342,000.00
SINKING SPRINGS                                 20070101                        360                 358            81,900.00
GENEVA                                          20061201                        360                 357           242,155.00
DISTRICT HEIGHT                                 20070101                        360                 358           195,500.00
SAINT CLAIR SHO                                 20070101                        360                 358            96,000.00
SIMI VALLEY                                     20070101                        360                 358           565,000.00
GARDEN GROVE                                    20070101                        360                 358           351,000.00
PALMDALE                                        20070101                        360                 358           325,900.00
PHOENIX                                         20070101                        360                 358           225,900.00
MIAMI                                           20070101                        360                 358           333,000.00
BOYNTON BEACH                                   20061201                        360                 357           315,000.00
BERLIN                                          20061201                        360                 357           315,000.00
OCALA                                           20070101                        360                 358           127,800.00
PERRIS                                          20070101                        360                 358           410,000.00
SPOKANE                                         20061201                        360                 357           148,500.00
WASHINGTON                                      20070101                        360                 358           240,350.00
KANSAS CITY                                     20061201                        360                 357            97,200.00
CHICAGO                                         20061201                        360                 357           240,000.00
NORTH MIAMI BEA                                 20070101                        360                 358           180,405.00
CHARLOTTE                                       20070101                        360                 358           218,500.00
MACEDONIA                                       20070101                        360                 358           120,700.00
SYLMAR                                          20061201                        360                 357           459,000.00
TOLLESON                                        20061201                        360                 357           166,250.00
MIAMI                                           20070101                        360                 358           256,000.00
LAKELAND                                        20070101                        360                 358           178,500.00
SHELTON                                         20070101                        360                 358           233,100.00
LEES SUMMIT                                     20061201                        360                 357           130,500.00
TRUCKEE                                         20061201                        360                 357           703,000.00
LONG BEACH                                      20061201                        360                 357           513,000.00
SAN PABLO                                       20061201                        360                 357           519,650.00
BAKERSFIELD                                     20061201                        360                 357           380,000.00
CHINO HILLS                                     20061201                        360                 357           610,850.00
MILWAUKEE                                       20061201                        360                 357           144,400.00
PALMDALE                                        20061201                        360                 357           522,000.00
LOS ANGELES                                     20070101                        360                 358           731,500.00
DOWNEY                                          20061201                        360                 357           684,000.00
CASA GRANDE                                     20070101                        360                 358            58,500.00
MIAMI                                           20061201                        360                 357           355,000.00
CHICAGO                                         20061201                        360                 357           220,000.00
BALDWIN                                         20061201                        360                 357           621,000.00
TOWNSHIP OF EVE                                 20061201                        360                 357           472,500.00
COLORADO SPRING                                 20070101                        360                 358           130,500.00
OVIEDO                                          20061201                        360                 357           490,000.00
RAMONA                                          20061201                        360                 357           563,400.00
BETHPAGE                                        20061201                        360                 357           435,000.00
QUEEN CREEK                                     20061201                        360                 357           498,750.00
INDIANAPOLIS                                    20061201                        360                 357           116,850.00
MORENO VALLEY                                   20061201                        360                 357           418,500.00
CARLSBAD                                        20061201                        360                 357           663,300.00
CHICAGO                                         20070101                        360                 358           288,000.00
CHICAGO                                         20061201                        360                 357           262,000.00
TOWNSHIP OF BER                                 20061201                        360                 357           309,000.00
ONTARIO                                         20070101                        360                 358           351,000.00
LOS ANGELES                                     20061201                        360                 357           423,000.00
ONTARIO                                         20070101                        360                 358           315,000.00
CLOVIS                                          20061201                        360                 357           265,000.00
COMPTON                                         20070101                        360                 358           460,750.00
FRESNO                                          20061201                        360                 357           449,600.00
SAN JACINTO                                     20070101                        360                 358           268,200.00
DAYTONA BEACH                                   20061201                        360                 357           163,800.00
NORWALK                                         20061201                        360                 357           504,000.00
LEHIGH ACRES                                    20070101                        360                 358           263,700.00
MORENO VALLEY                                   20061201                        360                 357           450,000.00
OLYMPIA                                         20070101                        360                 358           152,000.00
APOPKA                                          20061201                        360                 357           190,000.00
WEST COVINA                                     20061201                        360                 357           544,500.00
TWO HARBORS                                     20061201                        360                 357            95,000.00
TWNSHP OF DOVER                                 20061201                        360                 357           418,000.00
NEW HAVEN                                       20061201                        360                 357           249,000.00
SPRING                                          20061201                        360                 357           211,375.00
LA HABRA                                        20061201                        360                 357           457,900.00
MASTIC BEACH                                    20061201                        360                 357           256,500.00
FOSTORIA                                        20061201                        360                 357            90,000.00
ADDISON                                         20061201                        360                 357           245,005.00
PORT SAINT LUCI                                 20061201                        360                 357           299,900.00
PEEKSKILL                                       20070101                        360                 358           414,000.00
MESA                                            20061201                        360                 357           245,000.00
SAN BERNARDINO                                  20070101                        360                 358           297,000.00
MELROSE PARK                                    20070101                        360                 358           300,600.00
FREEPORT                                        20061201                        360                 357           493,430.00
ROSEDALE                                        20070101                        360                 358           451,250.00
DELANO                                          20070101                        360                 358           232,750.00
OMAHA                                           20070101                        360                 358           151,335.00
VALLEJO                                         20070101                        360                 358           427,500.00
CONCORD                                         20061201                        360                 357           418,000.00
WHITTIER                                        20061201                        360                 357           646,000.00
FULLERTON                                       20061201                        360                 357           800,000.00
TAMPA                                           20070101                        360                 358           118,800.00
ANAHEIM                                         20061201                        360                 357           581,400.00
WILDWOOD                                        20061201                        360                 357           360,000.00
LOS ANGELES                                     20061201                        360                 357           451,250.00
CATHEDRAL CITY                                  20061201                        360                 357           388,550.00
VALLEY STREAM                                   20061201                        360                 357           517,000.00
TRACY                                           20061201                        360                 357           370,500.00
BRONX                                           20061201                        360                 357           440,000.00
MASSAPEQUA                                      20061201                        360                 357           475,000.00
FORT WASHINGTON                                 20070101                        360                 358           238,500.00
BRONX                                           20061201                        360                 357           427,690.00
YORKVILLE                                       20070101                        360                 358           194,750.00
MIAMI                                           20061201                        360                 357           332,500.00
CEDAR RAPIDS                                    20061201                        360                 357            81,000.00
GARY                                            20061201                        360                 357            57,800.00
WHEATLEY HEIGHT                                 20061201                        360                 357           450,500.00
CHICAGO                                         20070101                        360                 358           207,000.00
WINDSOR                                         20061201                        360                 357           684,000.00
MANTECA                                         20061201                        360                 357           460,800.00
RIVERSIDE                                       20070101                        360                 358           398,950.00
VICTORVILLE                                     20061201                        360                 357           300,105.00
PORT HUENEME                                    20061201                        360                 357           501,000.00
RISING SUN                                      20061201                        360                 357           275,500.00
ANTIOCH                                         20061201                        360                 357           551,000.00
PERRIS                                          20061101                        360                 356           331,900.00
BALTIMORE                                       20061201                        360                 357           269,800.00
FORT MYERS                                      20070101                        360                 358           144,000.00



CITY1                                       FIRST_PAY_DATE              PAYMENT           CURRENT_             LOAN_TO_
                                                                                          BALANCE              VALUE
-----------------------------------------------------------------------------------------------------------------------------
WEST HAVEN                                                20070101          2,186.18           234,917.89             100.00
PHILADELPHIA                                              20070101            694.44            96,899.20              95.00
HOUSTON                                                   20070101            659.76            85,255.26              90.00
AMERICAN CANYON                                           20070101          4,369.24           678,432.42              85.00
COLUMBIA                                                  20070101          1,427.99           165,268.90             100.00
COCOA                                                     20070101            783.98           103,628.94              85.00
COCOA                                                     20070101            867.51           114,671.40              85.00
CLINTON                                                   20070101          2,286.34           313,262.00              95.00
PEMBROKE PINES                                            20070101          1,143.80           159,600.00              95.00
PHOENIX                                                   20070101          1,704.27           208,589.22              95.00
MISSION VIEJO                                             20070101          5,278.67           759,340.62              95.00
SAINT LOUIS                                               20070101            512.63            72,092.56              84.01
NORTH PORT                                                20070101          2,371.37           342,599.04              90.00
PHILADELPHIA                                              20070101            630.81            68,319.46              90.00
CHICAGO                                                   20070101          3,483.42           449,064.14              95.00
LEHIGH ACRES                                              20070101          1,983.65           229,579.00             100.00
MIAMI                                                     20070101          3,712.77           462,726.77              90.00
MADISON                                                   20070101          1,312.33           156,514.38              95.00
LAWNDALE                                                  20070101          5,291.61           709,601.56              88.88
HIGHLAND                                                  20070101          1,083.14           124,825.27              96.53
LOS ANGELES                                               20070101          2,743.12           427,500.00              95.00
HILLSBOROUGH                                              20070101          3,170.72           463,081.30              90.00
MIDDLETOWN                                                20070101            663.40            93,296.69              85.00
NEW ORLEANS                                               20070101          1,093.01           154,460.03              90.00
BELLFLOWER                                                20070101          3,785.03           584,390.57              90.00
CRANSTON                                                  20070101          3,003.25           334,866.58             100.00
HESPERIA                                                  20070101          3,353.11           434,419.32              90.00
FONTANA                                                   20070101          3,120.54           375,421.88             100.00
PHILADELPHIA                                              20070101            421.85            55,760.30              90.00
CORAM                                                     20070101          2,761.06           319,553.19             100.00
HOMEWOOD                                                  20070101          2,106.83           273,666.83              89.87
CHICAGO                                                   20070101          3,282.53           422,223.90              90.00
MILWAUKEE                                                 20070101          1,360.32           133,879.24             100.00
POMPANO BEACH                                             20070101          2,287.03           244,720.80             100.00
HOWELL                                                    20070101          2,355.79           243,332.98             100.00
STOCKTON                                                  20070101          3,326.18           437,454.52              85.83
PORT HUENEME                                              20070101          3,434.46           539,412.57              88.52
NEW YORK                                                  20070101          4,606.73           606,353.44              90.00
BRANDON                                                   20070101            904.60           121,413.01              90.00
AURORA                                                    20070101          1,435.17           169,326.72              95.00
PALMDALE                                                  20070101          2,473.18           308,234.92              95.00
LOS ANGELES                                               20070101          4,446.23           545,950.66              95.00
HOWELL TOWNSHIP                                           20070101          2,826.09           294,686.67             100.00
SOUTH GATE                                                20070101          2,730.00           468,000.00              90.00
QUAKERTOWN                                                20070101          2,358.88           287,697.08              90.00
WESTMINSTER                                               20070101          1,443.37           180,591.67              93.30
RAMONA                                                    20070101          3,871.31           525,092.71              95.00
SPRING                                                    20070101          1,189.72           137,174.05             100.00
ESCONDIDO                                                 20070101          3,361.13           499,028.98              88.41
DALY CITY                                                 20070101          4,864.25           649,541.44              89.04
MORRIS                                                    20070101          1,533.99           199,257.41              95.00
SCRANTON                                                  20070101            683.87            75,904.57              95.00
CORONA                                                    20070101          4,251.06           556,957.55              90.00
HIALEAH                                                   20070101          1,003.66           150,255.10              81.30
WOODLAND                                                  20070101          3,653.75           539,498.03              90.00
LOS ANGELES                                               20070101          2,683.37           324,772.11             100.00
FAIRFIELD                                                 20070101          2,537.15           308,585.83              95.00
DESERT HOT SPRI                                           20070101          2,231.71           314,740.92              94.03
CORONA                                                    20070101          5,437.41           785,559.94              85.00
LOS ANGELES                                               20070101          5,529.00           684,000.00              95.00
CARSON                                                    20070101          4,080.31           484,760.86             100.00
UPPER DARBY TOW                                           20070101            523.55            58,350.87              95.00
SAINT JOSEPH                                              20070101            483.73            59,752.18              93.52
MIAMI                                                     20070101          3,467.50           570,000.00              95.00
PEEKSKILL                                                 20070101          2,726.49           394,020.08              95.00
SHAWNEE                                                   20070101          1,231.80           159,906.78              90.00
SEQUIM                                                    20070101          4,025.07           516,576.78              90.00
RIVERSIDE                                                 20070101          3,293.43           393,103.11              95.00
CHANDLER                                                  20070101          4,426.44           546,780.11              95.00
CORONA                                                    20070101          4,889.11           649,548.13              92.86
SCOTCH PLAINS T                                           20070101          4,340.14           545,927.41              95.00
WEST CHICAGO                                              20070101          1,962.12           228,843.74              95.00
SUMMERSET                                                 20070101          1,306.22           165,105.95              95.00
CENTENNIAL                                                20070101          1,907.12           313,500.00              95.00
SOUTH BEND                                                20070101          1,410.47           156,486.51              95.00
SAINT LOUIS                                               20070101          1,124.93           146,032.19              95.00
JACKSONVILLE                                              20070101            475.22            54,426.23              90.00
STATEN ISLAND                                             20070101          2,860.76           427,037.71              90.00
WEST COVINA                                               20070101          3,825.99           553,155.57              90.00
PHILADELPHIA                                              20070101            613.67            67,417.50              90.00
NAPLES                                                    20070101          3,083.72           422,910.00              90.00
HOUSTON                                                   20070101            647.13            74,930.46             100.00
MODESTO                                                   20070101          2,319.91           236,762.91             100.00
NAPLES                                                    20070101          3,475.46           488,850.52              95.00
GAITHERSBURG                                              20070101          1,523.96           261,250.00              95.00
LOS ANGELES                                               20070101          2,722.34           498,750.00              95.00
HAMMOND                                                   20070101            609.49            80,596.03              85.00
MISSOURI CITY                                             20070101          1,291.70           145,161.57              95.00
ORLANDO                                                   20070101          1,621.73           197,686.41              90.00
QUEEN CREEK                                               20070101          1,415.49           199,066.21              95.00
PALMDALE                                                  20070101          3,460.38           513,765.07              85.00
RANCHO SANTA MA                                           20070101          3,495.07           493,911.05              85.34
MORENO VALLEY                                             20070101          2,969.80           352,825.71             100.00
WILLIAMSPORT                                              20070101            589.05            69,647.31              90.00
MIAMI                                                     20070101            994.16           134,843.91              90.00
WEST HEMPSTEAD                                            20070101          3,118.97           499,035.00              95.00
SANTA ROSA                                                20070101          4,377.83           584,587.28              90.00
MIAMI                                                     20070101          2,329.97           403,750.00              95.00
UNIONDALE                                                 20070101          2,980.64           430,621.72              89.79
TUSCALOOSA                                                20070101            858.88           104,236.35              90.00
SAYVILLE                                                  20070101          3,507.10           430,826.84              90.00
INDIANAPOLIS                                              20070101          4,067.19           650,750.00              95.00
CARMEL                                                    20070101          5,427.84           656,821.43              95.00
LONGVIEW                                                  20070101            442.49            49,889.87              90.91
MIAMI                                                     20070101          1,471.50           185,879.57              95.00
AMERICAN CANYON                                           20070101          5,889.50           782,455.68              90.00
SIMI VALLEY                                               20070101          4,694.99           599,999.00              91.60
DALLASTOWN                                                20070101            681.35            87,244.87              95.00
HONOLULU                                                  20070101          3,069.24           373,234.10              90.00
RESERVE                                                   20070101          1,108.23           114,797.84             100.00
COLUMBUS                                                  20070101          1,930.66           219,505.18             100.00
CAROL STREAM                                              20070101          2,861.46           314,798.49             100.00
DENHAM SPRINGS                                            20070101            788.53            90,788.71             100.00
TUCSON                                                    20070101          3,248.29           427,015.51              90.00
NINEVEH                                                   20070101          1,103.81           132,726.76              86.36
PASADENA                                                  20070101            716.15            82,884.10             100.00
BRONX                                                     20070101          3,748.69           503,139.54              95.00
MIRAMAR                                                   20070101          3,047.44           319,537.26             100.00
MOUNT PROSPECT                                            20070101          3,261.95           384,315.50             100.00
YONKERS                                                   20070101          2,727.24           341,423.53              95.00
SUNRISE                                                   20070101            432.56            53,909.90              83.08
NEWBURGH                                                  20070101          4,123.04           485,766.80              90.00
BETHEL PARK                                               20070101          1,341.88           143,530.60             100.00
STOCKTON                                                  20070101          2,807.22           339,821.11             100.00
KISSIMMEE                                                 20070101          1,617.64           194,864.38             100.00
MILWAUKEE                                                 20070101          1,406.11           166,254.92              90.00
PALMDALE                                                  20070101          2,328.29           323,000.00              95.00
TEMPLE CITY                                               20070101          4,168.74           602,270.94              88.00
RIVER VALE                                                20070101          3,787.84           556,239.81              85.00
WEST MILFORD                                              20070101          2,245.32           296,796.56              90.00
GARNER                                                    20070101          4,190.74           559,604.93             100.00
CORONA                                                    20070101          3,293.33           607,999.26              95.00
PHOENIX                                                   20070101          1,717.79           246,868.71              95.00
WATERBURY                                                 20070101          1,969.51           213,922.26             100.00
BAKERSFIELD                                               20070101          1,350.60           134,964.09             100.00
DESERT HOT SPRI                                           20070101          2,058.77           267,093.22              83.67
DAYTONA BEACH                                             20070101          1,959.07           233,648.28              90.00
PHOENIX                                                   20070101          1,962.95           227,895.77             100.00
HAYTI                                                     20070101            496.01            56,922.08              95.00
FORT MYERS                                                20070101          1,770.46           254,407.71              95.00
ANCHORAGE                                                 20070101          4,719.70           673,487.74              88.82
BURNS                                                     20070101            502.39            62,892.09              90.00
HOLLIS                                                    20070101          4,030.87           499,717.67             100.00
PHILADELPHIA                                              20070101            766.11           101,304.66              89.82
BROOKLYN                                                  20070101          5,644.65           785,626.44              85.00
SANTA ROSA                                                20070101          4,836.59           598,164.57              90.00
LITTLETON                                                 20070101          4,288.26           594,903.41              92.25
BINGHAMTON                                                20070101          1,208.90           135,294.27              90.00
BELLMORE                                                  20070101          3,248.54           503,000.00              94.91
LAS VEGAS                                                 20070101          3,066.80           557,600.00              94.94
WEST CHICAGO                                              20070101          2,216.46           229,840.51             100.00
JEFFERSON CITY                                            20070101            778.84            98,827.86              90.00
GOODYEAR                                                  20070101          2,450.04           293,806.59             100.00
TAMPA                                                     20070101          1,481.43           178,318.06              85.00
BIRMINGHAM                                                20070101            774.45            81,555.87             100.00
MASSAPEQUA                                                20070101          2,892.55           427,102.61              95.00
AUBURNDALE                                                20070101            799.50           103,375.44              90.00
BROOKLYN                                                  20070101          4,557.56           584,633.30              90.00
LOS ANGELES                                               20070101          2,604.00           504,000.00              90.00
MILWAUKEE                                                 20070101            529.42            52,218.59              95.00
JAMAICA                                                   20070101          3,796.45           439,385.65             100.00
NEW CANEY                                                 20070101          2,570.52           336,376.14              90.00
HIGHLAND                                                  20070101          3,939.90           556,774.57              90.00
MANGUM                                                    20070101            547.67            69,125.28              90.00
SAN JOSE                                                  20070101          5,451.46           669,382.99              95.00
OAKLAND                                                   20070101          4,764.74           719,291.34              87.27
FLEMINGTON                                                20070101          3,864.28           470,083.96              95.00
ROSEDALE                                                  20070101          4,332.01           593,549.06              90.00
TWP OF VOORHEES                                           20070101          4,076.50           615,393.70              89.93
CHICAGO                                                   20070101          2,203.82           237,722.85             100.00
CHICAGO                                                   20070101          4,671.15           606,388.08              90.00
DEPTFORD TWP.                                             20070101          1,055.09           128,116.49              95.00
SALT LAKE CITY                                            20070101          1,422.49           184,661.39             100.00
COLUMBIA                                                  20070101          1,883.37           289,749.87              95.00
AVONDALE                                                  20070101          1,654.45           220,824.45              95.00
RIVERSIDE                                                 20070101          3,423.96           475,000.00              95.00
COCOA BEACH                                               20070101          2,789.55           382,209.63              85.00
LOS ANGELES                                               20070101          3,733.31           560,455.64              85.00
ATLANTIC HIGHLA                                           20070101          2,153.33           304,000.00              95.00
DERIDDER                                                  20070101            577.45            72,169.52              82.10
OREM                                                      20070101          5,090.06           596,688.83              95.00
LOS ANGELES                                               20070101          3,980.90           651,218.35              89.93
ALLIANCE                                                  20070101          1,365.54           126,858.70              90.00
KURTISTOWN                                                20070101          2,439.13           300,200.00              95.00
RIVERSIDE                                                 20070101          3,333.30           417,295.41              95.00
WESTMINSTER                                               20070101          1,791.69           235,694.29              90.00
LONG BEACH                                                20070101          1,983.26           267,620.77              85.00
RIVER VALE                                                20070101          3,559.53           517,750.00              95.00
LAS CRUCES                                                20070101          1,227.97           123,879.94             100.00
MANHASSET                                                 20070101          5,117.38           799,142.70              87.43
TUCSON                                                    20070101            902.49           130,423.89              90.00
REDONDO BEACH                                             20070101          3,886.10           558,578.73              90.00
HAM LAKE                                                  20070101          2,903.68           469,452.04              89.52
STATEN ISLAND                                             20070101          2,102.70           348,214.42              85.00
FONTANA                                                   20070101          2,717.00           418,000.00              95.00
SCOTTSDALE                                                20070101          3,206.86           402,396.98              90.00
CHAMPLIN                                                  20070101          1,554.04           247,000.00              95.00
DEWEY                                                     20070101          1,822.89           266,797.82              95.00
WILLOWBROOK                                               20070101          2,718.19           299,250.00              95.00
SPRINGFIELD                                               20070101            562.25            67,347.53              95.00
HOUSTON                                                   20070101            605.49            73,523.39              84.99
LOS ANGELES                                               20070101          3,072.66           517,500.00              90.00
GLENDALE HEIGHT                                           20070101            672.59            85,395.24              95.00
RICHLAND                                                  20070101          2,041.55           291,650.00              95.00
RIALTO                                                    20070101          2,300.19           370,500.00              95.00
LAKE FOREST                                               20070101          4,252.82           494,059.51              90.00
ARLINGTON HEIGH                                           20070101          1,515.37           193,274.20              90.00
PHOENIX                                                   20070101          1,127.42           174,129.35              85.00
TOWNSHIP OF GAL                                           20070101          3,041.08           378,831.81              95.00
DAYTONA BEACH                                             20070101          1,301.45           163,735.75              90.00
AKRON                                                     20070101            495.79            60,702.69              95.00
FONTANA                                                   20070101          3,606.12           476,238.05              90.00
MESA                                                      20070101          1,315.22           175,626.01              95.00
MOUNT SINAI                                               20070101          3,568.83           532,000.00              95.00
HARVEY                                                    20070101            585.91            80,887.57              90.00
CLEVELAND                                                 20070101            457.26            60,224.40              90.00
ONTARIO                                                   20070101          3,012.09           416,484.57              90.00
CHAMPAIGN                                                 20070101          1,324.99           197,874.12              90.00
LOS ANGELES                                               20070101          4,365.51           655,363.46              84.65
JAMAICA                                                   20070101          3,474.97           354,644.88             100.00
NILES                                                     20070101          3,110.00           349,904.58             100.00
WASHINGTON                                                20070101          1,039.72           128,302.58              85.00
LAS VEGAS                                                 20070101          1,438.78           221,350.00              95.00
MILWAUKEE                                                 20070101            765.38            99,815.07              84.75
CHICAGO                                                   20070101          1,458.12           179,899.85              90.00
FEDERAL WAY                                               20070101          1,868.62           297,000.00              90.00
CHICAGO                                                   20070101          2,925.50           429,605.95              94.50
COLTON                                                    20070101          2,575.85           404,559.81              90.00
MESA                                                      20070101          1,908.85           229,646.96             100.00
KISSIMMEE                                                 20070101          1,846.84           278,303.09              90.00
ENGLEWOOD                                                 20070101          2,405.12           406,500.00              95.00
LOS ANGELES                                               20070101          3,770.55           498,408.36              95.00
MIDLOTHIAN                                                20070101          1,704.84           209,774.47             100.00
OLD GREENWICH                                             20070101          4,545.51           467,521.51             100.00
SUTTER                                                    20070101          1,364.22           204,801.09              84.71
QUEENS                                                    20070101          5,641.28           749,478.62              85.71
BAY SHORE                                                 20070101          3,451.32           399,441.51             100.00
MAYWOOD                                                   20070101          4,059.60           562,019.66              90.00
BALTIMORE                                                 20070101            724.59           100,658.24              90.00
NAPERVILLE                                                20070101          1,455.98           200,250.00              90.00
PENNGROVE                                                 20070101          4,760.72           739,217.54              82.22
DALLAS                                                    20070101            568.90            66,437.03              95.00
MADERA                                                    20070101          1,751.05           246,366.28              85.00
LOWELL                                                    20070101          1,802.76           256,356.51              95.00
MIAMI                                                     20070101          1,154.08           133,346.91              90.00
HIALEAH                                                   20070101          1,645.87           297,000.00              90.00
CHINO HILLS                                               20070101          3,167.21           634,500.00              90.00
DE SOTO                                                   20070101            724.56            89,154.14              85.00
NAPERVILLE                                                20070101          3,377.63           450,350.00              95.00
BAKERSFIELD                                               20070101          3,500.28           474,649.81              95.00
PALM BAY                                                  20070101          1,282.80           148,931.90             100.00
CORNING                                                   20070101          4,086.02           491,419.88              95.00
YUMA                                                      20070101          1,490.64           225,102.66              88.33
MODESTO                                                   20070101          5,264.04           606,660.71              90.00
MARYSVILLE                                                20070101          2,976.66           403,211.86              85.00
RIVERSIDE                                                 20070101          4,097.58           452,936.74             100.00
SCHAUMBURG                                                20070101          3,328.30           510,974.63              88.19
ELMONT                                                    20070101          3,612.81           548,451.91              90.00
PALMDALE                                                  20070101          3,036.20           456,000.00              95.00
TAMPA                                                     20070101          1,323.49           147,874.65              89.70
ROCKWOOD                                                  20070101          1,257.43           188,689.24              90.00
JACKSON TOWNSHI                                           20070101          3,367.74           431,233.28              90.00
MORENO VALLEY                                             20070101          3,287.17           484,000.00              94.90
ALABASTER                                                 20070101          1,245.01           134,841.08              90.00
PHILADELPHIA                                              20070101          2,059.77           232,445.08              95.00
RICHMOND                                                  20070101          3,356.46           469,621.78              89.52
LAS VEGAS                                                 20070101          3,249.01           445,161.78              90.00
YUCAIPA                                                   20070101          2,514.73           379,625.96              95.00
ELGIN                                                     20070101            986.24           117,681.61              95.00
PALMDALE                                                  20070101          2,277.80           360,983.45              85.00
CLEVELAND                                                 20070101            614.61            79,057.95              90.00
SARTELL                                                   20070101          1,518.41           211,382.84              94.00
COLUMBIA                                                  20070101            416.29            50,687.18              95.00
LITTLE EGG HARBOR                                         20070101          2,734.52           386,786.99              90.00
CHICAGO                                                   20070101          1,936.21           243,624.09              90.00
CHICAGO                                                   20070101          3,128.28           382,362.89              85.76
CHICAGO                                                   20070101          1,770.74           262,985.09              95.00
RIO RANCHO                                                20070101            775.99            93,404.69              85.00
ELGIN                                                     20070101          1,556.06           208,896.19              92.89
LOCKPORT                                                  20070101          1,587.76           187,018.96              90.00
MIAMI                                                     20070101          1,342.47           226,100.00              95.00
TUCSON                                                    20070101            863.42           124,819.16              90.00
BIRMINGHAM                                                20070101            783.26           102,856.49              90.00
SOMERVILLE                                                20070101          4,570.26           567,377.15              89.87
CHIEFLAND                                                 20070101            865.46           114,978.10              90.00
KANSAS CITY                                               20070101            775.26            91,710.27              90.00
CREST HILL                                                20070101          1,265.09           179,899.48              94.74
OSHKOSH                                                   20070101            924.92            89,123.95              85.00
MILFORD                                                   20070101          1,821.81           212,299.85              85.00
HOT SPRINGS NAT                                           20070101            763.50           105,081.17              90.00
PALMYRA                                                   20070101          1,778.57           233,560.62              90.00
ST LOUIS PARK                                             20070101          1,845.32           226,557.70              90.00
WILLIAMSTOWN                                              20070101          2,111.76           308,514.70              90.00
CHICAGO                                                   20070101          1,590.60           229,865.86              88.46
BOISE                                                     20070101          1,509.38           195,940.71              92.59
LAS VEGAS                                                 20070101            967.56           145,191.88              90.00
ABERDEEN                                                  20070101            998.00           132,585.09              90.00
NORTH LAS VEGAS                                           20070101          1,599.47           232,650.00              90.00
MONTGOMERY                                                20070101          1,219.08           163,586.07              90.00
OPA LOCKA                                                 20070101          1,471.00           154,737.52              90.00
SIOUX FALLS                                               20070101          2,684.48           310,836.57              95.00
BALTIMORE                                                 20070101            740.12            76,446.69              90.00
KINGSLAND                                                 20070101            886.67           133,000.00              95.00
FORT WAYNE                                                20070101            496.82            71,186.85              90.00
ANKENY                                                    20070101            718.53           107,732.85              87.52
CLAREMONT                                                 20070101            629.69            82,741.64              90.00
MONTGOMERY                                                20070101          1,022.55           129,753.00              89.29
BEAUMONT                                                  20070101          2,478.50           345,222.73              90.00
OCALA                                                     20070101          1,039.76           150,312.19              89.18
GARDEN CITY                                               20070101            924.96           122,882.85              90.00
OVERLAND PARK                                             20070101          1,937.67           199,364.65              95.00
LAKEFIELD                                                 20070101            629.16            74,427.19              89.76
KENOSHA                                                   20070101          1,143.67           134,420.55              90.00
PHOENIX                                                   20070101          1,385.42           237,500.00              95.00
LOS ANGELES                                               20070101          2,623.01           329,298.98              90.00
DENHAM SPRINGS                                            20070101            981.24           118,503.43              95.00
MIAMI BEACH                                               20070101          2,466.31           312,954.93              95.00
MIAMI                                                     20070101          4,500.70           548,705.87              90.00
HILBERT                                                   20070101            773.24            89,873.00              90.00
WEST MILFORD TOWNSHI                                      20070101          2,326.79           341,791.75              90.00
HOUSTON                                                   20070101          1,011.54           118,578.85              95.00
PLANTATION                                                20070101          1,529.88           169,855.77             100.00
BOROUGH OF BROO                                           20070101          4,384.08           625,595.27              95.00
OLD LYME                                                  20070101          4,397.56           593,712.91              90.00
SALT LAKE CITY                                            20070101            766.80            91,953.22              94.84
NEWBURGH                                                  20070101          2,055.75           254,856.00             100.00
BRONX                                                     20070101          3,003.60           458,535.20              90.00
STREETSBORO                                               20070101          1,106.71           134,786.62             100.00
MOREHEAD CITY                                             20070101          3,434.70           382,179.55              90.00
COUNCIL BLUFFS                                            20070101            833.68            85,413.53              90.00
HYATTSVILLE                                               20070101            985.81           129,836.98              94.20
LAKE WALES                                                20070101            933.68           112,385.32              90.00
VERO BEACH                                                20070101          1,385.27           202,378.44              90.00
MILWAUKEE                                                 20070101          1,142.90           146,638.89              90.00
SUN PRAIRIE                                               20070101          1,913.07           236,313.23              90.00
MILWAUKEE                                                 20070101          1,292.12           172,576.60              90.00
LAKE MARY                                                 20070101          2,231.28           268,575.96              95.00
ELKTON                                                    20070101          2,288.31           389,500.00              95.00
EAST PROVIDENCE                                           20070101          1,894.19           225,038.98              95.00
HOUSTON                                                   20070101            924.63           116,866.25              90.00
RIALTO                                                    20070101          2,375.40           341,190.63              95.00
PHILADELPHIA                                              20070101            485.19            60,233.87              90.00
COVINGTON                                                 20070101            830.05            97,718.93              85.00
FRANKLIN PARK                                             20070101          2,957.65           404,449.14              90.00
CHICAGO                                                   20070101          1,813.68           229,105.08              90.00
CLIFTON                                                   20070101          3,194.34           479,750.00              95.00
CHICAGO                                                   20070101          1,546.52           189,930.85              95.00
PUNTA GORDA                                               20070101          3,848.47           519,160.23              90.00
ELM GROVE                                                 20070101          3,464.90           444,326.20              95.00
NEW LENOX                                                 20070101          3,278.58           494,879.38              86.09
GREENSBURG                                                20070101          1,307.52           135,342.94             100.00
HERCULES                                                  20070101          3,788.13           551,000.00              95.00
LEAD                                                      20070101            631.28            77,676.48              90.00
TAMPA                                                     20070101          1,440.73           200,574.25              85.00
SUITLAND                                                  20070101          2,415.04           292,398.26              90.00
STATEN ISLAND                                             20070101          1,557.21           233,849.10              82.11
CHICAGO                                                   20070101          1,774.86           219,361.68              90.00
BELLPORT                                                  20070101          2,328.97           301,137.15              90.00
POINT PLEASANT                                            20070101          2,207.17           323,000.00              95.00
BLOOMFIELD                                                20070101          2,502.34           339,300.00              90.00
TEANECK                                                   20070101          2,969.04           404,798.71              88.04
CEDAR RAPIDS                                              20070101          1,570.90           190,751.25              95.00
CHITTENANGO                                               20070101            735.28            75,947.86              95.00
WEST DES MOINES                                           20070101          1,912.53           264,862.38              88.93
CHANDLER                                                  20070101          1,809.16           251,867.22              90.00
SOUTH HOLLAND                                             20070101          1,361.59           185,158.59              95.00
JEANERETTE                                                20070101            539.27            65,481.76              95.00
COLUMBIA                                                  20070101          1,630.29           229,374.78              90.00
CAMDEN                                                    20070101            696.20            84,880.51              85.00
LAS VEGAS                                                 20070101          1,409.28           179,926.16              90.00
NEWARK                                                    20070101          2,611.60           284,930.24              95.00
ELMONT                                                    20070101          2,625.44           429,656.18              89.58
LAS VEGAS                                                 20070101          1,941.76           218,311.98              95.00
AURORA                                                    20070101          1,213.30           161,293.31              95.00
RICHMOND                                                  20070101          2,671.50           468,000.00              90.00
CHICAGO                                                   20070101          1,369.87           178,760.13              95.00
JEANNETTE                                                 20070101            831.08           112,145.85              85.00
CALUMET CITY                                              20070101            817.90           107,052.68              90.00
PALATINE                                                  20070101          2,088.20           287,602.30              90.00
LAS VEGAS                                                 20070101          1,941.76           218,311.98              95.00
LAS VEGAS                                                 20070101          2,438.72           279,995.64              95.00
WEST VALLEY CIT                                           20070101          1,247.63           152,837.38              90.00
NESCONSET                                                 20070101          3,607.64           498,057.78              95.00
BRANDON                                                   20070101          1,782.15           206,937.18              90.00
STANHOPE                                                  20070101          1,898.72           258,871.27             100.00
CINCINNATI                                                20070101            801.03            99,332.09              85.47
HOLLYWOOD                                                 20070101          1,878.87           260,999.32              90.00
PEQUOT LAKES                                              20070101          2,131.53           300,491.92              95.00
SWANTON                                                   20070101          1,158.66           143,762.25              90.00
CLINTON                                                   20070101          1,007.20           141,989.02              84.85
CASCADE                                                   20070101          1,392.08           182,806.07              90.00
RAEFORD                                                   20070101            904.95           109,827.58              94.83
PUTNAM                                                    20070101          1,836.56           211,145.39              90.00
LOS ANGELES                                               20070101          3,555.73           426,847.27              90.00
DURANGO                                                   20070101          2,202.53           314,294.27              90.00
LIVERMORE                                                 20070101          3,974.42           603,980.54              94.53
PHILADELPHIA                                              20070101            683.93            84,859.66              85.00
CULLMAN                                                   20070101          1,237.40           142,304.17              95.00
LANSING                                                   20070101            745.89            92,546.94              90.00
CRIVITZ                                                   20070101          1,443.80           175,224.92              90.00
HYATTSVILLE                                               20070101            988.20           124,060.21              90.00
LEHIGH ACRES                                              20070101          1,275.58           151,590.20              95.00
RANTOUL                                                   20070101            942.06           132,997.08              95.00
NEWBURGH                                                  20070101          2,298.88           305,399.12              90.00
MARLTON                                                   20070101          3,183.06           438,087.67              89.59
LANCASTER                                                 20070101          2,725.42           422,000.00              94.83
BELMONT                                                   20070101          1,226.86           166,974.87              88.00
POST FALLS                                                20070101          1,593.16           197,673.08              90.00
WATERLOO                                                  20070101          1,315.25           168,798.32              95.00
HARVEY                                                    20070101            589.20            72,820.88              90.00
BLOOMINGTON                                               20070101          1,996.74           255,250.26              95.00
NORTH FORT MYER                                           20070101          2,383.64           309,432.57              88.57
SAFETY HARBOR                                             20070101          4,594.26           596,406.39              94.84
YAKIMA                                                    20070101            729.52           112,183.83              90.00
ALBUQUERQUE                                               20070101          1,257.32           165,109.36              90.00
LAKE VILLA                                                20070101          1,327.10           172,277.07              90.00
BRIGHTON                                                  20070101          1,296.75           197,600.00              95.00
MILWAUKEE                                                 20070101          1,224.82           134,889.88             100.00
MIAMI                                                     20070101          1,000.43           123,454.38              95.00
ROCHESTER                                                 20070101            684.25            78,229.69              90.00
CHICAGO                                                   20070101          2,039.01           293,081.42              85.00
TEMPE                                                     20070101          1,833.30           280,250.00              95.00
CHANDLER                                                  20070101          1,806.41           274,317.87              90.00
MONTICELLO                                                20070101          1,175.66           169,900.85              85.00
HARRISBURG                                                20070101            971.32           115,400.88              85.00
COLDWATER                                                 20070101            709.28            92,983.71              95.00
SANTA CLARITA                                             20070101          3,465.56           408,369.86              95.00
REVERE                                                    20070101          1,164.64           125,970.08             100.00
CRYSTAL LAKE                                              20070101          1,941.03           271,654.70              90.00
MIAMI                                                     20070101          2,508.59           308,750.00              95.00
WONDER LAKE                                               20070101          1,188.68           185,248.69              95.00
MUSTANG                                                   20070101          1,169.63           141,404.20              95.00
EASTLAKE                                                  20070101          1,146.60           126,795.29              90.00
LOS ANGELES                                               20070101          3,775.76           539,195.98              90.00
MILWAUKEE                                                 20070101            621.24            71,933.25              90.00
TULARE                                                    20070101          1,127.50           165,000.00              94.29
GRAND RAPIDS                                              20070101            789.47            98,888.78              90.00
RICE LAKE                                                 20070101            861.05           112,361.79              90.00
LAVEEN                                                    20070101          1,674.52           242,100.00              90.00
MONTGOMERY VILL                                           20070101          1,734.61           297,489.31              92.97
CARVER                                                    20070101          2,138.74           292,353.57              90.00
NORTH MANKATO                                             20070101          1,654.50           201,787.53              82.45
WAUKESHA                                                  20070101          1,496.83           182,557.77              85.00
WOODSTOCK                                                 20070101          1,612.12           220,200.81              90.00
BOWIE                                                     20070101          5,176.89           674,206.32              95.00
PHILADELPHIA                                              20070101            755.53           101,950.76              85.00
MESA                                                      20070101          1,283.50           226,500.00              88.82
DOLTON                                                    20070101          1,143.47           145,182.13              95.00
LOWELL                                                    20070101          1,060.03           145,276.70              95.00
PEORIA                                                    20070101          1,197.47           158,449.03              95.00
CHICAGO                                                   20070101          2,044.65           285,300.00              90.00
CHICAGO                                                   20070101          1,296.37           139,891.78             100.00
LADSON                                                    20070101            814.45            98,896.95              90.00
HALEDON                                                   20070101          2,338.12           387,000.00              90.00
PHOENIX                                                   20070101          1,358.68           186,206.03              90.00
ABERDEEN                                                  20070101          3,150.61           405,516.39              89.82
STREAMWOOD                                                20070101          2,041.28           258,004.76              90.00
MANITOWOC                                                 20070101            697.08            94,872.08              95.00
LINDON                                                    20070101          3,402.00           449,795.25              90.00
HEYWORTH                                                  20070101            705.31            82,720.76              90.00
BRIDGEVIEW                                                20070101          1,862.68           301,266.34              90.00
ROUND LAKE                                                20070101          1,748.63           231,194.76              90.00
MENASHA                                                   20070101            802.23            91,717.55              90.00
DENVER                                                    20070101          1,251.12           153,843.78              90.00
WAIPAHU                                                   20070101          3,568.52           474,392.13              95.00
QUEEN CREEK                                               20070101          1,951.53           251,633.62              95.00
FORT WORTH                                                20070101          1,349.57           148,628.24              85.00
HOLLYWOOD                                                 20070101          2,070.79           239,777.52             100.00
VICTORVILLE                                               20070101          2,089.32           284,858.36              95.00
ALTAMONTE SPRIN                                           20070101          1,325.72           177,750.00              90.00
GIBSONTON                                                 20070101          1,594.71           249,122.42              90.00
PEORIA                                                    20070101          1,797.77           262,642.25              90.00
TACOMA                                                    20070101          2,245.20           293,870.12              89.09
LAS VEGAS                                                 20070101          1,809.63           205,427.23              95.00
BENSENVILLE                                               20070101          2,582.52           271,703.92             100.00
PHILADELPHIA                                              20070101            515.58            69,184.52              85.00
MIAMI                                                     20070101          1,289.15           194,426.62              95.00
GERMANTOWN                                                20070101          2,996.31           368,864.72              90.00
CHANDLER                                                  20070101          1,737.68           214,648.70              93.48
PHILADELPHIA                                              20070101            577.07            74,933.74              95.00
SPARKS                                                    20070101          2,210.57           332,000.00              89.85
LEHIGH ACRES                                              20070101          2,023.70           224,712.58             100.00
JAMAICA                                                   20070101          2,919.20           440,267.74              90.00
CHICAGO                                                   20070101          1,942.50           284,304.38              85.00
HESPERIA                                                  20070101          2,753.58           382,000.00              84.89
ELMONT                                                    20070101          2,947.79           471,622.41              90.00
BOYNTON BEACH                                             20070101          2,127.82           256,412.13              95.00
SWEET HOME                                                20070101          1,933.84           246,840.14              95.00
STOUGHTON                                                 20070101          2,486.54           363,929.58              90.00
PHOENIX                                                   20070101          1,541.65           203,045.08              95.00
CASTAIC                                                   20070101          4,585.06           662,613.36              85.00
YORK                                                      20070101            918.33           137,750.00              95.00
WEST ORANGE                                               20070101          2,833.70           351,368.21              95.00
ROBBINSDALE                                               20070101          1,643.28           206,765.83              90.00
PITTSBURGH                                                20070101          1,223.35           154,072.41              90.00
CHICAGO                                                   20070101          1,312.33           156,593.54              95.00
SANTA FE                                                  20070101          1,944.58           260,000.00              88.14
WORCESTER                                                 20070101          1,821.47           235,515.67              90.00
PHILADELPHIA                                              20070101            583.23            73,715.63              90.00
PHILADELPHIA                                              20070101            485.30            58,479.94              90.00
BALTIMORE                                                 20070101          1,838.98           246,882.54              95.00
LAUDERHILL                                                20070101          2,518.19           386,735.81              90.00
ORANGEBURG                                                20070101            873.76           116,698.91              95.00
HOMESTEAD                                                 20070101          2,200.24           256,421.21              95.00
PHILADELPHIA                                              20070101          1,687.57           208,573.41              90.00
BELVIDERE                                                 20070101          1,216.30           148,343.80              90.00
SARASOTA                                                  20070101          1,268.89           202,847.03              92.27
TUCKERTON                                                 20070101          2,725.74           336,884.00              95.00
LOS ANGELES                                               20070101          3,635.25           483,076.81              90.00
APPLE VALLEY                                              20070101          1,747.53           268,850.00              95.00
MIDDLETOWN                                                20070101          1,094.53           159,903.96              89.89
RIALTO                                                    20070101          2,422.27           346,303.68              90.00
TAMPA                                                     20070101          1,953.93           251,644.00              95.00
ROCKFORD                                                  20070101            708.04            85,412.40              88.14
STOCKTON                                                  20070101          3,925.08           636,500.00              95.00
ALGONQUIN                                                 20070101          1,633.63           212,688.73              90.00
CASCADE                                                   20070101            942.47           111,490.93              90.00
VANCOUVER                                                 20070101          1,530.90           202,407.86              90.00
GLENDALE                                                  20070101          4,016.22           566,995.49              90.00
ROY                                                       20070101          1,027.30           120,484.59              90.00
DENVER                                                    20070101          2,768.03           422,571.63              90.00
RIO RANCHO                                                20070101          1,439.74           152,886.77              90.00
NORTH PALM BEAC                                           20070101            953.87           120,562.02              85.00
PHILADELPHIA                                              20070101          1,611.51           189,816.25              93.60
MCHENRY                                                   20070101          1,653.48           224,200.00              95.00
HOWELL                                                    20070101          3,343.89           404,859.15              90.00
TUCSON                                                    20070101            807.29            98,894.78              90.00
OSWEGO                                                    20070101          1,992.45           278,850.84              85.85
VICTORVILLE                                               20070101          3,357.70           376,047.85              95.00
PLACERVILLE                                               20070101          2,213.84           309,834.25              84.01
EVERETT                                                   20070101          1,755.98           224,984.44              88.33
FONTANA                                                   20070101          3,528.29           403,385.72              85.00
LAKE STATION                                              20070101            577.48            63,598.08              95.00
UNIVERSITY PARK                                           20070101            458.85            59,328.50              90.00
OAK PARK                                                  20070101          1,925.89           302,100.00              95.00
LAUDERDALE LAKE                                           20070101            565.63            75,900.74              95.00
SUPERIOR                                                  20070101            847.48           122,214.07              90.00
CANTON                                                    20070101          2,989.47           389,330.47              95.00
CLIFTON                                                   20070101          3,094.28           445,113.47              90.00
LEON                                                      20070101            673.98            72,117.70              95.00
CORTLANDT MANOR                                           20070101          2,810.40           474,997.00              95.00
FORT PIERCE                                               20070101          1,440.00           216,000.00              90.00
BROOKLYN                                                  20070101          3,685.69           578,870.17              95.00
WINTER GARDEN                                             20070101          4,299.28           469,434.75             100.00
PLAINFIELD                                                20070101          2,200.10           292,296.66              90.00
PHOENIX                                                   20070101          1,218.52           161,923.95              90.00
RICHMOND HILL                                             20070101          3,260.93           389,111.24              95.00
CHICAGO                                                   20070101          2,234.98           314,544.85              90.00
PLAINFIELD                                                20070101          2,445.58           307,679.27              95.00
SOUTH ELGIN                                               20070101          2,362.14           291,492.30              90.00
LOS ANGELES                                               20070101          2,077.81           256,405.26              90.00
SAINT CHARLES                                             20070101          1,939.90           232,671.46              93.10
CHICAGO                                                   20070101          1,079.89           118,559.01              95.00
LAKE GENEVA                                               20070101            947.78           107,904.04              90.00
PERRIS                                                    20070101          2,613.05           347,158.48              90.00
SACRAMENTO                                                20070101          2,226.99           313,329.94              95.00
IRVINGTON                                                 20070101          1,435.84           199,841.38              89.69
ROUND LAKE PARK                                           20070101          1,020.60           134,938.58              90.00
MOUNT PLEASANT                                            20070101          2,668.48           348,221.69              95.00
HORSESHOE BAY                                             20070101          2,703.00           477,000.00              90.00
MILWAUKEE                                                 20070101            660.46            85,397.09              95.00
LAUDERHILL                                                20070101            896.27           112,727.46              84.95
DUBUQUE                                                   20070101            537.39            67,882.98              85.00
SAN DIEGO                                                 20070101          2,908.49           427,108.25              89.25
STILLWATER                                                20070101          3,812.76           563,151.90              84.10
REDWOOD CITY                                              20070101          4,789.42           639,700.08              84.77
MILWAUKEE                                                 20070101            793.02            98,890.30              90.00
DOLTON                                                    20070101            937.21           116,870.34              90.00
CHICAGO                                                   20070101          3,539.97           436,838.59              95.00
MINNEAPOLIS                                               20070101            977.60           141,277.55              93.00
PHILADELPHIA                                              20070101          1,023.19           131,095.25              87.50
SAINT PAUL                                                20070101          1,234.77           180,391.65              95.00
BROOKHAVEN TOWN                                           20070101          3,347.08           395,872.31              90.00
ALLENTOWN                                                 20070101          2,022.86           309,680.99              88.32
CHICAGO                                                   20070101          1,564.90           168,869.38             100.00
CHARLOTTE                                                 20070101          1,408.74           185,274.84              90.00
HALFMOON                                                  20070101          2,509.59           262,717.59             100.00
HIALEAH                                                   20070101          1,096.85           161,500.00              95.00
MEMPHIS                                                   20070101            714.37           135,000.00              90.00
PARAMOUNT                                                 20070101          2,099.14           357,300.00              90.00
HOMESTEAD                                                 20070101          1,884.62           240,917.10              90.00
RIVER FOREST                                              20070101          1,506.97           170,849.69              90.00
JERSEY CITY                                               20070101          2,462.52           422,750.00              93.94
MORENO VALLEY                                             20070101          3,363.00           456,000.00              95.00
LAKE PARK                                                 20070101          1,607.56           202,155.11              90.00
HIALEAH                                                   20070101          1,535.78           229,354.10              90.00
DORAL                                                     20070101          4,036.75           431,947.18             100.00
HOLLYWOOD                                                 20070101          1,258.65           181,893.85              88.78
LAGUNA NIGUEL                                             20070101          2,891.92           366,548.32              90.00
SANTA MARIA                                               20070101          3,733.37           503,335.02              90.00
CUMBERLAND                                                20070101          2,377.97           341,704.13              95.00
SINKING SPRINGS                                           20070101            706.66            81,824.07              90.00
GENEVA                                                    20070101          2,061.01           242,040.03              95.00
DISTRICT HEIGHT                                           20070101          1,337.38           195,382.65              85.00
SAINT CLAIR SHO                                           20070101            840.70            95,914.25              89.72
SIMI VALLEY                                               20070101          4,384.47           564,326.99              94.96
GARDEN GROVE                                              20070101          2,322.81           350,770.42              87.75
PALMDALE                                                  20070101          2,818.64           325,802.61             100.00
PHOENIX                                                   20070101          1,618.38           225,580.09              90.00
MIAMI                                                     20070101          2,290.44           332,802.97              90.00
BOYNTON BEACH                                             20070101          2,164.91           314,269.26              90.00
BERLIN                                                    20070101          1,928.94           314,929.38              90.00
OCALA                                                     20070101          1,000.85           127,650.86              90.00
PERRIS                                                    20070101          3,337.21           409,850.83             100.00
SPOKANE                                                   20070101          1,058.75           148,180.34              90.00
WASHINGTON                                                20070101          1,787.64           240,235.35              95.00
KANSAS CITY                                               20070101            925.66            97,095.06              90.00
CHICAGO                                                   20070101          1,790.41           239,530.59              84.21
NORTH MIAMI BEA                                           20070101          1,548.48           180,405.00              95.00
CHARLOTTE                                                 20070101          1,478.42           218,365.02              95.00
MACEDONIA                                                 20070101          1,006.12           120,578.25              85.00
SYLMAR                                                    20070101          3,260.57           458,625.24              85.00
TOLLESON                                                  20070101          1,403.99           166,005.31              95.00
MIAMI                                                     20070101          1,312.00           256,000.00              89.83
LAKELAND                                                  20070101          1,295.02           178,407.65              85.00
SHELTON                                                   20070101          1,691.14           232,980.70              90.00
LEES SUMMIT                                               20070101          1,135.60           130,321.62              90.00
TRUCKEE                                                   20070101          5,506.83           703,000.00              95.00
LONG BEACH                                                20070101          4,072.47           512,126.31              90.00
SAN PABLO                                                 20070101          3,918.61           519,291.38              95.00
BAKERSFIELD                                               20070101          3,122.65           379,755.02             100.00
CHINO HILLS                                               20070101          4,275.95           610,850.00              95.00
MILWAUKEE                                                 20070101          1,245.93           144,198.37              95.00
PALMDALE                                                  20070101          3,473.77           521,493.50              90.00
LOS ANGELES                                               20070101          4,907.15           731,500.00              95.00
DOWNEY                                                    20070101          4,587.07           683,787.08              95.00
CASA GRANDE                                               20070101            481.27            58,439.10              90.00
MIAMI                                                     20070101          2,729.65           354,350.16             100.00
CHICAGO                                                   20070101          2,016.54           219,736.83             100.00
BALDWIN                                                   20070101          4,552.35           619,739.06              90.00
TOWNSHIP OF EVE                                           20070101          3,140.39           471,328.97              90.00
COLORADO SPRING                                           20070101          1,144.11           130,461.84              90.00
OVIEDO                                                    20070101          4,482.23           489,410.69             100.00
RAMONA                                                    20070101          4,361.91           563,040.18              90.00
BETHPAGE                                                  20070101          3,057.30           434,268.89              88.78
QUEEN CREEK                                               20070101          3,904.86           498,441.99              95.00
INDIANAPOLIS                                              20070101          1,172.79           116,741.13              95.00
MORENO VALLEY                                             20070101          3,051.56           418,500.00              90.00
CARLSBAD                                                  20070101          4,537.51           662,700.83              90.00
CHICAGO                                                   20070101          2,277.11           287,885.34              90.00
CHICAGO                                                   20070101          2,475.32           261,710.93              97.76
TOWNSHIP OF BER                                           20070101          2,621.44           308,851.74             100.00
ONTARIO                                                   20070101          2,626.70           350,835.51              90.00
LOS ANGELES                                               20070101          3,259.61           422,726.06              89.62
ONTARIO                                                   20070101          1,850.61           314,997.26              88.73
CLOVIS                                                    20070101          2,344.23           264,889.48             100.00
COMPTON                                                   20070101          3,757.14           460,260.30              95.00
FRESNO                                                    20070101          3,299.01           448,688.92              84.04
SAN JACINTO                                               20070101          1,915.33           268,056.60              90.00
DAYTONA BEACH                                             20070101          1,085.18           163,800.00              90.00
NORWALK                                                   20070101          3,410.17           503,531.48              90.00
LEHIGH ACRES                                              20070101          1,667.53           263,506.79              90.00
MORENO VALLEY                                             20070101          3,093.71           449,993.75              90.00
OLYMPIA                                                   20070101            985.87           151,737.52              95.00
APOPKA                                                    20070101          1,618.46           189,726.18              95.00
WEST COVINA                                               20070101          3,483.02           543,916.49              90.00
TWO HARBORS                                               20070101            760.98            94,841.51              95.00
TWNSHP OF DOVER                                           20070101          3,546.15           417,799.44              95.00
NEW HAVEN                                                 20070101          2,343.11           248,722.31             100.00
SPRING                                                    20070101          1,679.45           211,250.16              95.00
LA HABRA                                                  20070101          3,312.16           456,943.58              95.00
MASTIC BEACH                                              20070101          2,008.22           256,341.57              95.00
FOSTORIA                                                  20070101            813.19            89,888.22              89.11
ADDISON                                                   20070101          1,832.04           244,528.24              95.00
PORT SAINT LUCI                                           20070101          2,576.61           299,476.81             100.00
PEEKSKILL                                                 20070101          2,801.21           413,744.26              90.00
MESA                                                      20070101          2,062.08           244,999.08              95.00
SAN BERNARDINO                                            20070101          2,475.41           296,899.77              90.00
MELROSE PARK                                              20070101          2,179.56           300,184.90              90.00
FREEPORT                                                  20070101          3,802.34           493,110.43              95.00
ROSEDALE                                                  20070101          2,952.89           450,946.30              95.00
DELANO                                                    20070101          1,937.64           232,750.00              95.00
OMAHA                                                     20070101          1,261.48           151,182.36              95.00
VALLEJO                                                   20070101          2,988.51           427,257.79              90.00
CONCORD                                                   20070101          3,160.08           417,713.67              95.00
WHITTIER                                                  20070101          3,991.01           645,246.88              85.00
FULLERTON                                                 20070101          5,743.36           799,365.55              86.49
TAMPA                                                     20070101            915.75           118,800.00              90.00
ANAHEIM                                                   20070101          4,395.39           581,001.72              90.00
WILDWOOD                                                  20070101          2,342.50           359,630.22              90.00
LOS ANGELES                                               20070101          2,782.71           451,250.00              95.00
CATHEDRAL CITY                                            20070101          2,363.68           388,550.00              95.00
VALLEY STREAM                                             20070101          3,865.90           515,993.96              89.91
TRACY                                                     20070101          3,175.21           370,328.06              95.00
BRONX                                                     20070101          3,874.91           439,813.66             100.00
MASSAPEQUA                                                20070101          3,265.63           475,000.00              95.00
FORT WASHINGTON                                           20070101          1,721.27           238,376.15              90.00
BRONX                                                     20070101          3,151.65           427,374.69              95.00
YORKVILLE                                                 20070101          1,476.81           194,505.81              95.00
MIAMI                                                     20070101          2,416.63           331,812.48              95.00
CEDAR RAPIDS                                              20070101            698.90            80,886.88              90.00
GARY                                                      20070101            509.38            57,723.45              85.00
WHEATLEY HEIGHT                                           20070101          2,865.23           450,010.39              85.00
CHICAGO                                                   20070101          1,599.00           206,750.87              90.00
WINDSOR                                                   20070101          4,016.72           683,102.73              90.00
MANTECA                                                   20070101          2,981.44           460,319.96              90.00
RIVERSIDE                                                 20070101          2,576.55           398,950.00              93.00
VICTORVILLE                                               20070101          2,588.41           300,105.00              95.00
PORT HUENEME                                              20070101          3,241.54           500,478.08              84.92
RISING SUN                                                20070101          1,664.48           275,500.00              95.00
ANTIOCH                                                   20070101          3,902.92           551,000.00              95.00
PERRIS                                                    20070101          2,863.73           331,279.60             100.00
BALTIMORE                                                 20070101          1,873.93           269,565.91              95.00
FORT MYERS                                                20070101          1,205.84           143,952.12              90.00



CITY1                                       MI                      MERS          MARGIN          NEXT_RATE             MAX_RATE
                                                                    _ID1                          _ADJ_DATE1
--------------------------------------------------------------------------------------------------------------------------------------
WEST HAVEN                                  No MI                                     6.0000              20081101            17.0250
PHILADELPHIA                                No MI                                     0.0000                                   0.0000
HOUSTON                                     No MI                                     6.0000              20081101            14.5500
AMERICAN CANYON                             No MI                                     6.0000              20091101            13.3000
COLUMBIA                                    No MI                                     6.0000              20081101            15.8000
COCOA                                       No MI                                     6.0000              20081101            14.8000
COCOA                                       No MI                                     6.0000              20081101            14.8000
CLINTON                                     No MI                                     6.0000              20081101            14.4500
PEMBROKE PINES                              No MI                                     6.0000              20091101            14.6000
PHOENIX                                     No MI                                     6.0000              20081101            15.1500
MISSION VIEJO                               No MI                                     6.0000              20081101            13.9900
SAINT LOUIS                                 No MI                                     6.0000              20081101            13.6500
NORTH PORT                                  No MI                                     6.0000              20081101            13.9500
PHILADELPHIA                                No MI                                     6.0000              20081101            16.6000
CHICAGO                                     No MI                                     4.5000              20091101            15.0500
LEHIGH ACRES                                No MI                                     6.0000              20081101            15.8000
MIAMI                                       No MI                                     6.0000              20081101            14.9500
MADISON                                     No MI                                     6.0000              20081101            15.4500
LAWNDALE                                    No MI                                     6.0000              20081101            14.1500
HIGHLAND                                    No MI                                     4.5000              20091101            15.8500
LOS ANGELES                                 No MI                                     6.0000              20091101            13.7000
HILLSBOROUGH                                No MI                                     6.0000              20091101            13.8500
MIDDLETOWN                                  No MI                                     6.0000              20081101            13.6500
NEW ORLEANS                                 No MI                                     6.0000              20081101            13.6000
BELLFLOWER                                  No MI                                     6.0000              20091101            13.3500
CRANSTON                                    No MI                                     6.0000              20081101            16.6000
HESPERIA                                    No MI                                     6.0000              20081101            15.0000
FONTANA                                     No MI                                     6.0000              20081101            15.3500
PHILADELPHIA                                No MI                                     6.0000              20081101            14.8000
CORAM                                       No MI                                     6.0000              20091101            15.8000
HOMEWOOD                                    No MI                                     4.5000              20091201            14.5000
CHICAGO                                     No MI                                     4.5000              20081101            14.6000
MILWAUKEE                                   No MI                                     6.0000              20091101            17.8250
POMPANO BEACH                               No MI                                     6.0000              20091101            16.7500
HOWELL                                      No MI                                     6.0000              20081201            17.2000
STOCKTON                                    No MI                                     6.0000              20081101            14.8500
PORT HUENEME                                No MI                                     6.0000              20081101            13.2000
NEW YORK                                    No MI                                     6.0000              20091101            14.3500
BRANDON                                     No MI                                     6.0000              20081101            14.6500
AURORA                                      No MI                                     0.0000                                   0.0000
PALMDALE                                    No MI                                     6.0000              20081101            14.9500
LOS ANGELES                                 No MI                                     6.0000              20081101            15.5500
HOWELL TOWNSHIP                             No MI                                     6.0000              20091101            17.0750
SOUTH GATE                                  No MI                                     6.0000              20081101            13.0000
QUAKERTOWN                                  No MI                                     6.0000              20091201            15.2000
WESTMINSTER                                 No MI                                     0.0000                                   0.0000
RAMONA                                      No MI                                     6.0000              20081201            14.5500
SPRING                                      No MI                                     6.0000              20081201            15.8500
ESCONDIDO                                   No MI                                     6.0000              20081101            13.7000
DALY CITY                                   No MI                                     6.0000              20081101            14.7000
MORRIS                                      No MI                                     4.5000              20091201            14.5000
SCRANTON                                    No MI                                     0.0000                                   0.0000
CORONA                                      No MI                                     6.0000              20081101            14.4000
HIALEAH                                     No MI                                     6.0000              20081101            13.6250
WOODLAND                                    No MI                                     6.0000              20081101            13.7500
LOS ANGELES                                 No MI                                     6.0000              20081001            15.7000
FAIRFIELD                                   No MI                                     6.0000              20091101            15.6500
DESERT HOT SPRI                             No MI                                     6.0000              20091101            14.1750
CORONA                                      No MI                                     6.0000              20081101            13.9500
LOS ANGELES                                 No MI                                     6.0000              20081101            15.7000
CARSON                                      No MI                                     6.0000              20081101            15.9000
UPPER DARBY TOW                             No MI                                     6.0000              20091101            16.2500
SAINT JOSEPH                                No MI                                     6.0000              20081101            15.0500
MIAMI                                       No MI                                     6.0000              20081101            13.3000
PEEKSKILL                                   No MI                                     6.0000              20091201            13.9500
SHAWNEE                                     No MI                                     0.0000                                   0.0000
SEQUIM                                      No MI                                     6.0000              20091101            14.6250
RIVERSIDE                                   No MI                                     6.0000              20081101            15.8500
CHANDLER                                    No MI                                     6.0000              20081101            15.0500
CORONA                                      No MI                                     6.0000              20081101            14.7500
SCOTCH PLAINS T                             No MI                                     6.0000              20091101            15.3000
WEST CHICAGO                                No MI                                     6.0000              20091101            16.1000
SUMMERSET                                   No MI                                     6.0000              20081101            15.2500
CENTENNIAL                                  No MI                                     6.0000              20081101            13.3000
SOUTH BEND                                  No MI                                     6.0000              20081001            16.3000
SAINT LOUIS                                 No MI                                     6.0000              20081101            14.5000
JACKSONVILLE                                No MI                                     6.0000              20081101            16.3000
STATEN ISLAND                               No MI                                     6.0000              20091101            13.6500
WEST COVINA                                 No MI                                     6.0000              20081101            14.3000
PHILADELPHIA                                No MI                                     0.0000                                   0.0000
NAPLES                                      No MI                                     6.0000              20091201            14.7500
HOUSTON                                     No MI                                     6.0000              20081201            15.8000
MODESTO                                     No MI                                     6.0000              20081101            17.3500
NAPLES                                      No MI                                     6.0000              20081101            14.2000
GAITHERSBURG                                No MI                                     0.0000                                   0.0000
LOS ANGELES                                 No MI                                     6.0000              20081101            12.5500
HAMMOND                                     No MI                                     6.0000              20081101            14.3000
MISSOURI CITY                               No MI                                     0.0000                                   0.0000
ORLANDO                                     No MI                                     6.0000              20081101            15.2000
QUEEN CREEK                                 No MI                                     6.0000              20081101            13.6500
PALMDALE                                    No MI                                     6.0000              20081101            13.7000
RANCHO SANTA MA                             No MI                                     6.0000              20081101            13.6000
MORENO VALLEY                               No MI                                     6.0000              20081101            15.9000
WILLIAMSPORT                                No MI                                     6.0000              20081101            15.5500
MIAMI                                       No MI                                     6.0000              20081201            14.5500
WEST HEMPSTEAD                              No MI                                     6.0000              20091101            13.5000
SANTA ROSA                                  No MI                                     6.0000              20081101            14.7000
MIAMI                                       No MI                                     0.0000                                   0.0000
UNIONDALE                                   No MI                                     6.0000              20091101            13.9500
TUSCALOOSA                                  No MI                                     0.0000                                   0.0000
SAYVILLE                                    No MI                                     6.0000              20080901            15.1000
INDIANAPOLIS                                No MI                                     6.0000              20090801            13.5000
CARMEL                                      No MI                                     6.0000              20090901            15.7000
LONGVIEW                                    No MI                                     6.0000              20080901            16.1000
MIAMI                                       No MI                                     6.0000              20081101            14.8000
AMERICAN CANYON                             No MI                                     6.0000              20081101            14.7500
SIMI VALLEY                                 No MI                                     6.0000              20081001            15.3900
DALLASTOWN                                  No MI                                     0.0000                                   0.0000
HONOLULU                                    No MI                                     6.0000              20081001            15.6500
RESERVE                                     No MI                                     6.0000              20080901            17.1500
COLUMBUS                                    No MI                                     6.0000              20080901            16.0000
CAROL STREAM                                No MI                                     6.0000              20090901            16.7500
DENHAM SPRINGS                              No MI                                     6.0000              20080901            15.8500
TUCSON                                      No MI                                     6.0000              20080901            14.8500
NINEVEH                                     No MI                                     0.0000                                   0.0000
PASADENA                                    No MI                                     6.0000              20081101            15.8000
BRONX                                       No MI                                     6.0000              20081101            14.6500
MIRAMAR                                     No MI                                     6.0000              20091001            17.0000
MOUNT PROSPECT                              No MI                                     4.5000              20081101            15.9900
YONKERS                                     No MI                                     6.0000              20091101            14.9000
SUNRISE                                     No MI                                     6.0000              20081101            14.9500
NEWBURGH                                    No MI                                     6.0000              20091101            15.9900
BETHEL PARK                                 No MI                                     6.0000              20081001            16.7500
STOCKTON                                    No MI                                     6.0000              20081101            15.7000
KISSIMMEE                                   No MI                                     6.0000              20081001            15.7500
MILWAUKEE                                   No MI                                     0.0000                                   0.0000
PALMDALE                                    No MI                                     6.0000              20081101            14.6500
TEMPLE CITY                                 No MI                                     6.0000              20081101            13.9500
RIVER VALE                                  No MI                                     6.0000              20091101            13.8000
WEST MILFORD                                No MI                                     6.0000              20091101            14.8000
GARNER                                      No MI                                     6.0000              20081101            14.7000
CORONA                                      No MI                                     6.0000              20081001            12.5000
PHOENIX                                     No MI                                     6.0000              20081101            14.3500
WATERBURY                                   No MI                                     6.0000              20091101            16.9000
BAKERSFIELD                                 No MI                                     6.0000              20081101            17.9000
DESERT HOT SPRI                             No MI                                     6.0000              20091001            14.5000
DAYTONA BEACH                               No MI                                     6.0000              20081101            15.4500
PHOENIX                                     No MI                                     6.0000              20081101            16.1500
HAYTI                                       No MI                                     0.0000                                   0.0000
FORT MYERS                                  No MI                                     6.0000              20081101            14.0000
ANCHORAGE                                   No MI                                     6.0000              20081101            13.5000
BURNS                                       No MI                                     6.0000              20091101            14.9000
HOLLIS                                      No MI                                     6.0000              20081101            15.4500
PHILADELPHIA                                No MI                                     6.0000              20081101            14.3000
BROOKLYN                                    No MI                                     6.0000              20081101            14.3000
SANTA ROSA                                  No MI                                     6.0000              20081101            15.4750
LITTLETON                                   No MI                                     6.0000              20081101            14.6500
BINGHAMTON                                  No MI                                     6.0000              20091101            16.2000
BELLMORE                                    No MI                                     0.0000                                   0.0000
LAS VEGAS                                   No MI                                     6.0000              20081101            12.6000
WEST CHICAGO                                No MI                                     6.0000              20091201            17.1500
JEFFERSON CITY                              No MI                                     6.0000              20091101            14.7500
GOODYEAR                                    No MI                                     6.0000              20081101            15.8000
TAMPA                                       No MI                                     6.0000              20081201            15.3500
BIRMINGHAM                                  No MI                                     6.0000              20081101            16.9500
MASSAPEQUA                                  No MI                                     6.0000              20081101            13.7500
AUBURNDALE                                  No MI                                     6.0000              20081201            14.5500
BROOKLYN                                    No MI                                     6.0000              20091101            15.1000
LOS ANGELES                                 No MI                                     6.0000              20081101            12.2000
MILWAUKEE                                   No MI                                     6.0000              20081201            17.8000
JAMAICA                                     No MI                                     6.0000              20091101            15.8000
NEW CANEY                                   No MI                                     6.0000              20081101            14.9000
HIGHLAND                                    No MI                                     6.0000              20081101            13.6000
MANGUM                                      No MI                                     6.0000              20081101            14.8000
SAN JOSE                                    No MI                                     6.0000              20081101            15.5500
OAKLAND                                     No MI                                     6.0000              20081101            13.5500
FLEMINGTON                                  No MI                                     6.0000              20081201            15.6500
ROSEDALE                                    No MI                                     6.0000              20091101            14.4500
TWP OF VOORHEES                             No MI                                     6.0000              20091101            13.5500
CHICAGO                                     No MI                                     4.5000              20081101            16.6500
CHICAGO                                     No MI                                     4.5000              20091101            14.5000
DEPTFORD TWP.                               No MI                                     6.0000              20081201            15.2500
SALT LAKE CITY                              No MI                                     6.0000              20091101            14.5000
COLUMBIA                                    No MI                                     0.0000                                   0.0000
AVONDALE                                    No MI                                     6.0000              20081101            14.2000
RIVERSIDE                                   No MI                                     6.0000              20081101            14.6500
COCOA BEACH                                 No MI                                     6.0000              20081101            14.4500
LOS ANGELES                                 No MI                                     6.0000              20081101            13.6000
ATLANTIC HIGHLA                             No MI                                     6.0000              20091101            14.5000
DERIDDER                                    No MI                                     6.0000              20081201            14.9250
OREM                                        No MI                                     6.0000              20081101            15.6500
LOS ANGELES                                 No MI                                     6.0000              20081101            12.8500
ALLIANCE                                    No MI                                     0.0000                                   0.0000
KURTISTOWN                                  No MI                                     6.0000              20081101            15.7500
RIVERSIDE                                   No MI                                     6.0000              20081101            14.9000
WESTMINSTER                                 No MI                                     6.0000              20091201            14.8500
LONG BEACH                                  No MI                                     6.0000              20081201            14.6000
RIVER VALE                                  No MI                                     6.0000              20081201            14.2500
LAS CRUCES                                  No MI                                     6.0000              20091101            17.5000
MANHASSET                                   No MI                                     6.0000              20091101            13.2500
TUCSON                                      No MI                                     6.0000              20081201            13.9500
REDONDO BEACH                               No MI                                     6.0000              20081201            14.0000
HAM LAKE                                    No MI                                     6.0000              20091101            12.9500
STATEN ISLAND                               No MI                                     6.0000              20091201            12.7500
FONTANA                                     No MI                                     6.0000              20081201            13.8000
SCOTTSDALE                                  No MI                                     6.0000              20081101            15.3250
CHAMPLIN                                    No MI                                     6.0000              20081201            13.5500
DEWEY                                       No MI                                     6.0000              20081201            13.2500
WILLOWBROOK                                 No MI                                     4.5000              20081101            16.9000
SPRINGFIELD                                 No MI                                     0.0000                                   0.0000
HOUSTON                                     No MI                                     6.0000              20081201            15.2500
LOS ANGELES                                 No MI                                     6.0000              20081201            13.1250
GLENDALE HEIGHT                             No MI                                     6.0000              20091201            14.7500
RICHLAND                                    No MI                                     6.0000              20081201            14.4000
RIALTO                                      No MI                                     6.0000              20081201            13.4500
LAKE FOREST                                 No MI                                     4.5000              20081201            15.7500
ARLINGTON HEIGH                             No MI                                     4.5000              20081201            14.7000
PHOENIX                                     No MI                                     6.0000              20081201            13.3500
TOWNSHIP OF GAL                             No MI                                     6.0000              20081101            15.4000
DAYTONA BEACH                               No MI                                     6.0000              20081201            15.3000
AKRON                                       No MI                                     6.0000              20081101            15.1500
FONTANA                                     No MI                                     6.0000              20081201            14.8000
MESA                                        No MI                                     6.0000              20081101            14.7000
MOUNT SINAI                                 No MI                                     6.0000              20091201            14.0500
HARVEY                                      No MI                                     4.5000              20091201            13.8500
CLEVELAND                                   No MI                                     6.0000              20081201            14.3500
ONTARIO                                     No MI                                     6.0000              20091201            14.3650
CHAMPAIGN                                   No MI                                     4.5000              20091201            13.6500
LOS ANGELES                                 No MI                                     6.0000              20081101            13.6000
JAMAICA                                     No MI                                     6.0000              20091101            17.3500
NILES                                       No MI                                     6.0000              20091201            16.5000
WASHINGTON                                  No MI                                     6.0000              20081201            15.5000
LAS VEGAS                                   No MI                                     0.0000                                   0.0000
MILWAUKEE                                   No MI                                     6.0000              20081101            14.4500
CHICAGO                                     No MI                                     4.5000              20091101            15.5000
FEDERAL WAY                                 No MI                                     6.0000              20081101            13.5500
CHICAGO                                     No MI                                     4.5000              20091101            13.8000
COLTON                                      No MI                                     6.0000              20081101            13.2000
MESA                                        No MI                                     6.0000              20081101            15.3500
KISSIMMEE                                   No MI                                     6.0000              20081101            12.9500
ENGLEWOOD                                   No MI                                     0.0000                                   0.0000
LOS ANGELES                                 No MI                                     6.0000              20081101            14.8000
MIDLOTHIAN                                  No MI                                     4.5000              20091201            15.1000
OLD GREENWICH                               No MI                                     6.0000              20081101            17.2500
SUTTER                                      No MI                                     6.0000              20081101            13.6000
QUEENS                                      No MI                                     6.0000              20081101            14.7500
BAY SHORE                                   No MI                                     6.0000              20081101            15.8000
MAYWOOD                                     No MI                                     6.0000              20081101            14.3500
BALTIMORE                                   No MI                                     6.0000              20081201            13.7850
NAPERVILLE                                  No MI                                     0.0000                                   0.0000
PENNGROVE                                   No MI                                     6.0000              20081101            13.3000
DALLAS                                      No MI                                     6.0000              20081201            15.7000
MADERA                                      No MI                                     6.0000              20081201            14.2000
LOWELL                                      No MI                                     6.0000              20081201            14.1000
MIAMI                                       No MI                                     6.0000              20081201            15.8250
HIALEAH                                     No MI                                     6.0000              20091201            12.6500
CHINO HILLS                                 No MI                                     6.0000              20081101            11.9900
DE SOTO                                     No MI                                     6.0000              20091201            15.1000
NAPERVILLE                                  No MI                                     4.5000              20091101            15.0000
BAKERSFIELD                                 No MI                                     6.0000              20081101            14.5500
PALM BAY                                    No MI                                     6.0000              20081101            16.1500
CORNING                                     No MI                                     0.0000                                   0.0000
YUMA                                        No MI                                     6.0000              20081201            13.5500
MODESTO                                     No MI                                     6.0000              20081101            15.8500
MARYSVILLE                                  No MI                                     6.0000              20081201            14.0500
RIVERSIDE                                   No MI                                     6.0000              20081101            16.3500
SCHAUMBURG                                  No MI                                     4.5000              20091101            13.4000
ELMONT                                      No MI                                     7.5000              20091101            13.5000
PALMDALE                                    No MI                                     6.0000              20081201            13.9900
TAMPA                                       No MI                                     6.0000              20081201            16.2250
ROCKWOOD                                    No MI                                     6.0000              20091201            13.0000
JACKSON TOWNSHI                             No MI                                     6.0000              20081101            14.6500
MORENO VALLEY                               No MI                                     6.0000              20081101            14.1500
ALABASTER                                   No MI                                     0.0000                                   0.0000
PHILADELPHIA                                No MI                                     4.5000              20081101            16.1000
RICHMOND                                    No MI                                     6.0000              20081101            14.2500
LAS VEGAS                                   No MI                                     6.0000              20081101            14.4500
YUCAIPA                                     No MI                                     6.0000              20081101            13.5500
ELGIN                                       No MI                                     4.5000              20091201            15.4500
PALMDALE                                    No MI                                     6.0000              20081201            13.1250
CLEVELAND                                   No MI                                     0.0000                                   0.0000
SARTELL                                     No MI                                     6.0000              20091201            14.3000
COLUMBIA                                    No MI                                     6.0000              20091201            15.2000
LITTLE EGG HARBOR                           No MI                                     6.0000              20081201            14.1500
CHICAGO                                     No MI                                     4.5000              20091201            14.8500
CHICAGO                                     No MI                                     4.5000              20091201            15.6000
CHICAGO                                     No MI                                     4.5000              20091201            13.7000
RIO RANCHO                                  No MI                                     6.0000              20091201            15.3500
ELGIN                                       No MI                                     4.5000              20091201            14.6500
LOCKPORT                                    No MI                                     4.5000              20081201            15.6000
MIAMI                                       No MI                                     0.0000                                   0.0000
TUCSON                                      No MI                                     4.5000              20081201            13.3750
BIRMINGHAM                                  No MI                                     5.0000              20081101            14.3750
SOMERVILLE                                  No MI                                     4.5000              20081201            15.0000
CHIEFLAND                                   No MI                                     4.7500              20081101            14.2500
KANSAS CITY                                 No MI                                     6.0000              20091201            15.5500
CREST HILL                                  No MI                                     4.5000              20091201            14.1000
OSHKOSH                                     No MI                                     6.0000              20081201            18.1000
MILFORD                                     No MI                                     6.0000              20081201            15.7250
HOT SPRINGS NAT                             No MI                                     4.7500              20081101            13.8750
PALMYRA                                     No MI                                     5.0000              20091101            14.3750
ST LOUIS PARK                               No MI                                     5.0000              20091201            15.1250
WILLIAMSTOWN                                No MI                                     6.0000              20081201            13.8500
CHICAGO                                     No MI                                     4.5000              20091201            13.9500
BOISE                                       No MI                                     5.0000              20081101            14.5000
LAS VEGAS                                   No MI                                     4.2500              20081201            13.0000
ABERDEEN                                    No MI                                     5.0000              20081101            14.2500
NORTH LAS VEGAS                             No MI                                     4.2500              20081201            14.2500
MONTGOMERY                                  No MI                                     4.5000              20091201            14.1500
OPA LOCKA                                   No MI                                     6.0000              20081201            17.2750
SIOUX FALLS                                 No MI                                     6.0000              20081201            15.8000
BALTIMORE                                   No MI                                     6.0000              20091201            17.2000
KINGSLAND                                   No MI                                     4.2500              20081101            14.0000
FORT WAYNE                                  No MI                                     0.0000                                   0.0000
ANKENY                                      No MI                                     3.7500              20081101            13.0000
CLAREMONT                                   No MI                                     4.2500              20091201            14.3750
MONTGOMERY                                  No MI                                     5.0000              20091101            14.7500
BEAUMONT                                    No MI                                     4.5000              20081101            13.7500
OCALA                                       No MI                                     4.2500              20081201            13.3750
GARDEN CITY                                 No MI                                     4.7500              20091101            14.2500
OVERLAND PARK                               No MI                                     6.0000              20081201            17.2500
LAKEFIELD                                   No MI                                     6.0000              20081201            15.5500
KENOSHA                                     No MI                                     5.0000              20081201            15.6250
PHOENIX                                     No MI                                     3.7500              20081201            13.0000
LOS ANGELES                                 No MI                                     4.5000              20091201            14.8750
DENHAM SPRINGS                              No MI                                     6.0000              20081001            15.3000
MIAMI BEACH                                 No MI                                     6.0000              20081101            14.7500
MIAMI                                       No MI                                     6.0000              20081101            15.6250
HILBERT                                     No MI                                     6.0000              20091101            15.7500
WEST MILFORD TOWNSHI                        No MI                                     6.0000              20091201            13.8000
HOUSTON                                     No MI                                     6.0000              20081101            15.6500
PLANTATION                                  No MI                                     6.0000              20081201            16.6500
BOROUGH OF BROO                             No MI                                     6.0000              20091101            13.5000
OLD LYME                                    No MI                                     6.0000              20081201            14.5950
SALT LAKE CITY                              No MI                                     6.0000              20081101            15.8000
NEWBURGH                                    No MI                                     6.0000              20091101            15.4500
BRONX                                       No MI                                     6.0000              20091101            13.4500
STREETSBORO                                 No MI                                     6.0000              20091101            15.2100
MOREHEAD CITY                               No MI                                     6.0000              20091201            16.2750
COUNCIL BLUFFS                              No MI                                     6.0000              20081101            17.3000
HYATTSVILLE                                 No MI                                     6.0000              20091201            14.3500
LAKE WALES                                  No MI                                     6.0000              20081201            15.3500
VERO BEACH                                  No MI                                     6.0000              20091201            13.8500
MILWAUKEE                                   No MI                                     6.0000              20081201            15.1000
SUN PRAIRIE                                 No MI                                     6.0000              20091101            15.0500
MILWAUKEE                                   No MI                                     6.0000              20091201            14.2000
LAKE MARY                                   No MI                                     6.0000              20081201            15.3500
ELKTON                                      No MI                                     6.0000              20091201            13.0500
EAST PROVIDENCE                             No MI                                     6.0000              20091101            15.9000
HOUSTON                                     No MI                                     0.0000                                   0.0000
RIALTO                                      No MI                                     6.0000              20080601            13.9900
PHILADELPHIA                                No MI                                     6.0000              20081201            15.0000
COVINGTON                                   No MI                                     6.0000              20091201            16.0000
FRANKLIN PARK                               No MI                                     6.0000              20081201            13.9500
CHICAGO                                     No MI                                     4.5000              20081101            14.8000
CLIFTON                                     No MI                                     6.0000              20091201            13.9900
CHICAGO                                     No MI                                     4.5000              20091201            15.5500
PUNTA GORDA                                 No MI                                     6.0000              20080601            14.0500
ELM GROVE                                   No MI                                     6.0000              20090601            14.6000
NEW LENOX                                   No MI                                     4.5000              20090601            13.9500
GREENSBURG                                  No MI                                     6.0000              20080701            17.1500
HERCULES                                    No MI                                     6.0000              20080801            14.2500
LEAD                                        No MI                                     0.0000                                   0.0000
TAMPA                                       No MI                                     6.0000              20081201            14.3000
SUITLAND                                    No MI                                     6.0000              20091201            15.7000
STATEN ISLAND                               No MI                                     6.0000              20091201            13.6000
CHICAGO                                     No MI                                     4.5000              20091201            15.0500
BELLPORT                                    No MI                                     6.0000              20091201            14.5500
POINT PLEASANT                              No MI                                     6.0000              20091201            14.2000
BLOOMFIELD                                  No MI                                     6.0000              20091201            14.8500
TEANECK                                     No MI                                     6.0000              20091201            14.5000
CEDAR RAPIDS                                No MI                                     6.0000              20091201            15.2500
CHITTENANGO                                 No MI                                     0.0000                                   0.0000
WEST DES MOINES                             No MI                                     6.0000              20091201            14.3500
CHANDLER                                    No MI                                     6.0000              20091201            14.3000
SOUTH HOLLAND                               No MI                                     4.5000              20091201            14.5250
JEANERETTE                                  No MI                                     6.0000              20081201            15.2500
COLUMBIA                                    No MI                                     6.0000              20081201            14.2000
CAMDEN                                      No MI                                     6.0000              20091201            15.2000
LAS VEGAS                                   No MI                                     6.0000              20081201            15.1500
NEWARK                                      No MI                                     6.0000              20091201            16.8500
ELMONT                                      No MI                                     6.0000              20091201            12.8500
LAS VEGAS                                   No MI                                     6.0000              20081201            16.1500
AURORA                                      No MI                                     0.0000                                   0.0000
RICHMOND                                    No MI                                     6.0000              20081201            12.8500
CHICAGO                                     No MI                                     4.5000              20091201            14.4500
JEANNETTE                                   No MI                                     6.0000              20081201            14.6000
CALUMET CITY                                No MI                                     4.5000              20091201            14.9000
PALATINE                                    No MI                                     4.5000              20091201            13.8750
LAS VEGAS                                   No MI                                     6.0000              20081201            16.1500
LAS VEGAS                                   No MI                                     6.0000              20081201            15.9000
WEST VALLEY CIT                             No MI                                     6.0000              20081201            15.1500
NESCONSET                                   No MI                                     6.0000              20091201            13.8500
BRANDON                                     No MI                                     6.0000              20091201            16.1500
STANHOPE                                    No MI                                     6.0000              20091201            14.5000
CINCINNATI                                  No MI                                     6.0000              20090901            14.9500
HOLLYWOOD                                   No MI                                     5.7500              20090901            13.7500
PEQUOT LAKES                                No MI                                     3.2500              20091101            13.6250
SWANTON                                     No MI                                     5.2500              20091101            15.0000
CLINTON                                     No MI                                     4.7500              20081101            13.6250
CASCADE                                     No MI                                     5.0000              20081101            14.3750
RAEFORD                                     No MI                                     4.5000              20081101            15.2500
PUTNAM                                      No MI                                     0.0000                                   0.0000
LOS ANGELES                                 No MI                                     4.7500              20091101            15.3750
DURANGO                                     No MI                                     4.5000              20081101            13.5000
LIVERMORE                                   No MI                                     3.2500              20091201            12.8750
PHILADELPHIA                                No MI                                     5.2500              20091101            15.0000
CULLMAN                                     No MI                                     0.0000                                   0.0000
LANSING                                     No MI                                     5.2500              20091101            15.0000
CRIVITZ                                     No MI                                     0.0000                                   0.0000
HYATTSVILLE                                 No MI                                     6.0000              20081201            14.8750
LEHIGH ACRES                                No MI                                     0.0000                                   0.0000
RANTOUL                                     No MI                                     4.2500              20091101            14.5000
NEWBURGH                                    No MI                                     4.7500              20081101            14.2500
MARLTON                                     No MI                                     4.5000              20091101            13.8750
LANCASTER                                   No MI                                     4.5000              20081101            13.7500
BELMONT                                     No MI                                     0.0000                                   0.0000
POST FALLS                                  No MI                                     5.2500              20091101            15.0000
WATERLOO                                    No MI                                     4.2500              20081101            14.6250
HARVEY                                      No MI                                     0.0000                                   0.0000
BLOOMINGTON                                 No MI                                     6.0000              20091201            14.6750
NORTH FORT MYER                             No MI                                     4.5000              20081101            14.5000
SAFETY HARBOR                               No MI                                     0.0000                                   0.0000
YAKIMA                                      No MI                                     3.7500              20081101            12.7500
ALBUQUERQUE                                 No MI                                     5.0000              20081101            14.3750
LAKE VILLA                                  No MI                                     4.2500              20081101            14.5000
BRIGHTON                                    No MI                                     4.5000              20091201            13.8750
MILWAUKEE                                   No MI                                     6.0000              20081201            16.4000
MIAMI                                       No MI                                     6.0000              20081201            15.5000
ROCHESTER                                   No MI                                     6.0000              20091201            15.9500
CHICAGO                                     No MI                                     4.5000              20081201            14.0000
TEMPE                                       No MI                                     6.0000              20081201            13.8500
CHANDLER                                    No MI                                     6.0000              20081201            13.5000
MONTICELLO                                  No MI                                     6.0000              20081201            13.9500
HARRISBURG                                  No MI                                     6.0000              20081201            15.5000
COLDWATER                                   No MI                                     6.0000              20091201            14.4000
SANTA CLARITA                               No MI                                     6.0000              20081201            15.9900
REVERE                                      No MI                                     6.0000              20091201            16.9500
CRYSTAL LAKE                                No MI                                     4.5000              20091201            14.2500
MIAMI                                       No MI                                     6.0000              20081201            15.7500
WONDER LAKE                                 No MI                                     4.5000              20091201            13.7000
MUSTANG                                     No MI                                     6.0000              20081201            15.3000
EASTLAKE                                    No MI                                     6.0000              20091201            16.3500
LOS ANGELES                                 No MI                                     6.0000              20081201            13.5000
MILWAUKEE                                   No MI                                     6.0000              20091201            15.8000
TULARE                                      No MI                                     6.0000              20081201            14.2000
GRAND RAPIDS                                No MI                                     6.0000              20091201            14.9000
RICE LAKE                                   No MI                                     6.0000              20091201            14.4500
LAVEEN                                      No MI                                     6.0000              20081201            14.3000
MONTGOMERY VILL                             No MI                                     6.0000              20091201            12.9970
CARVER                                      No MI                                     6.0000              20091201            14.4750
NORTH MANKATO                               No MI                                     6.0000              20081201            15.2000
WAUKESHA                                    No MI                                     6.0000              20081201            15.2000
WOODSTOCK                                   No MI                                     4.5000              20091201            13.9620
BOWIE                                       No MI                                     6.0000              20081201            14.9500
PHILADELPHIA                                No MI                                     6.0000              20081201            14.6000
MESA                                        No MI                                     6.0000              20081201            12.8000
DOLTON                                      No MI                                     0.0000                                   0.0000
LOWELL                                      No MI                                     6.0000              20081201            14.4500
PEORIA                                      No MI                                     4.5000              20091201            14.3000
CHICAGO                                     No MI                                     4.5000              20081201            14.6000
CHICAGO                                     No MI                                     4.5000              20081201            16.6500
LADSON                                      No MI                                     6.0000              20091201            15.2500
HALEDON                                     No MI                                     0.0000                                   0.0000
PHOENIX                                     No MI                                     6.0000              20081201            14.4500
ABERDEEN                                    No MI                                     6.0000              20081201            14.6000
STREAMWOOD                                  No MI                                     4.5000              20091201            14.8000
MANITOWOC                                   No MI                                     6.0000              20091201            14.0000
LINDON                                      No MI                                     6.0000              20081201            14.8000
HEYWORTH                                    No MI                                     0.0000                                   0.0000
BRIDGEVIEW                                  No MI                                     4.5000              20091201            12.9500
ROUND LAKE                                  No MI                                     4.5000              20091201            14.8000
MENASHA                                     No MI                                     6.0000              20091201            15.9500
DENVER                                      No MI                                     6.0000              20081201            15.5370
WAIPAHU                                     No MI                                     0.0000                                   0.0000
QUEEN CREEK                                 No MI                                     6.0000              20081201            15.0500
FORT WORTH                                  No MI                                     6.0000              20091201            16.4000
HOLLYWOOD                                   No MI                                     6.0000              20081201            15.8000
VICTORVILLE                                 No MI                                     6.0000              20081201            14.5000
ALTAMONTE SPRIN                             No MI                                     6.0000              20091201            14.9500
GIBSONTON                                   No MI                                     6.0000              20091201            13.2500
PEORIA                                      No MI                                     6.0000              20081201            13.8500
TACOMA                                      No MI                                     6.0000              20091201            14.9000
LAS VEGAS                                   No MI                                     6.0000              20081201            16.4000
BENSENVILLE                                 No MI                                     4.5000              20081101            16.9620
PHILADELPHIA                                No MI                                     6.0000              20081201            14.1500
MIAMI                                       No MI                                     6.0000              20091201            12.9500
GERMANTOWN                                  No MI                                     6.0000              20081201            15.5250
CHANDLER                                    No MI                                     6.0000              20081101            15.0500
PHILADELPHIA                                No MI                                     6.0000              20081201            14.5000
SPARKS                                      No MI                                     6.0000              20081201            13.9900
LEHIGH ACRES                                No MI                                     6.0000              20081201            16.3000
JAMAICA                                     No MI                                     6.0000              20091201            12.9500
CHICAGO                                     No MI                                     4.5000              20091201            13.2500
HESPERIA                                    No MI                                     6.0000              20091201            14.6500
ELMONT                                      No MI                                     0.0000                                   0.0000
BOYNTON BEACH                               No MI                                     6.0000              20081201            15.7500
SWEET HOME                                  No MI                                     6.0000              20081101            15.1500
STOUGHTON                                   No MI                                     6.0000              20091201            13.2500
PHOENIX                                     No MI                                     6.0000              20081201            14.3500
CASTAIC                                     No MI                                     6.0000              20081201            13.9500
YORK                                        No MI                                     0.0000                                   0.0000
WEST ORANGE                                 No MI                                     6.0000              20081201            15.4500
ROBBINSDALE                                 No MI                                     6.0000              20081201            14.8500
PITTSBURGH                                  No MI                                     6.0000              20081201            14.8000
CHICAGO                                     No MI                                     4.5000              20081201            15.4500
SANTA FE                                    No MI                                     6.0000              20091201            14.9750
WORCESTER                                   No MI                                     7.1250              20081201            14.5500
PHILADELPHIA                                No MI                                     6.0000              20081201            14.8000
PHILADELPHIA                                No MI                                     6.0000              20081201            15.7500
BALTIMORE                                   No MI                                     6.0000              20081201            14.6500
LAUDERHILL                                  No MI                                     6.0000              20081201            13.4000
ORANGEBURG                                  No MI                                     6.0000              20091201            14.2000
HOMESTEAD                                   No MI                                     6.0000              20081201            16.1100
PHILADELPHIA                                No MI                                     6.0000              20091201            15.0500
BELVIDERE                                   No MI                                     4.5000              20091201            15.2000
SARASOTA                                    No MI                                     6.0000              20081201            13.0500
TUCKERTON                                   No MI                                     6.0000              20091201            15.0500
LOS ANGELES                                 No MI                                     6.0000              20081201            14.7500
APPLE VALLEY                                No MI                                     6.0000              20081201            13.8000
MIDDLETOWN                                  No MI                                     6.0000              20091201            13.8500
RIALTO                                      No MI                                     6.0000              20091201            14.0500
TAMPA                                       No MI                                     6.0000              20081201            15.0620
ROCKFORD                                    No MI                                     4.5000              20091201            15.3250
STOCKTON                                    No MI                                     6.0000              20081201            13.4000
ALGONQUIN                                   No MI                                     4.5000              20091201            14.4750
CASCADE                                     No MI                                     6.0000              20081201            15.5500
VANCOUVER                                   No MI                                     6.0000              20081201            14.8000
GLENDALE                                    No MI                                     6.0000              20081201            14.5000
ROY                                         No MI                                     6.0000              20081201            15.6500
DENVER                                      No MI                                     6.0000              20081101            13.4500
RIO RANCHO                                  No MI                                     6.0000              20091201            16.8500
NORTH PALM BEAC                             No MI                                     6.0000              20081201            14.8000
PHILADELPHIA                                No MI                                     6.0000              20081201            15.6000
MCHENRY                                     No MI                                     4.5000              20091201            14.8500
HOWELL                                      No MI                                     6.0000              20081201            15.7000
TUCSON                                      No MI                                     6.0000              20081201            15.1500
OSWEGO                                      No MI                                     4.5000              20091201            14.2500
VICTORVILLE                                 No MI                                     6.0000              20081101            16.5500
PLACERVILLE                                 No MI                                     6.0000              20081201            14.2500
EVERETT                                     No MI                                     6.0000              20081201            14.6500
FONTANA                                     No MI                                     6.0000              20091201            15.9500
LAKE STATION                                No MI                                     6.0000              20081201            16.4000
UNIVERSITY PARK                             No MI                                     4.5000              20091201            14.5500
OAK PARK                                    No MI                                     4.5000              20091201            13.6500
LAUDERDALE LAKE                             No MI                                     6.0000              20081201            14.1500
SUPERIOR                                    No MI                                     6.0000              20081201            13.4000
CANTON                                      No MI                                     6.0000              20081201            14.9500
CLIFTON                                     No MI                                     6.0000              20091101            13.9900
LEON                                        No MI                                     0.0000                                   0.0000
CORTLANDT MANOR                             No MI                                     6.0000              20091201            13.1000
FORT PIERCE                                 No MI                                     6.0000              20081201            14.0000
BROOKLYN                                    No MI                                     6.0000              20091101            13.2000
WINTER GARDEN                               No MI                                     6.0000              20081101            16.5000
PLAINFIELD                                  No MI                                     4.5000              20091101            14.7500
PHOENIX                                     No MI                                     6.0000              20081201            14.7500
RICHMOND HILL                               No MI                                     6.0000              20091201            15.4500
CHICAGO                                     No MI                                     4.5000              20091201            13.6500
PLAINFIELD                                  No MI                                     4.5000              20091201            15.3000
SOUTH ELGIN                                 No MI                                     4.5000              20091201            15.5000
LOS ANGELES                                 No MI                                     6.0000              20081201            15.5000
SAINT CHARLES                               No MI                                     4.5000              20091201            15.8000
CHICAGO                                     No MI                                     4.5000              20091201            16.4380
LAKE GENEVA                                 No MI                                     6.0000              20081201            16.0000
PERRIS                                      No MI                                     6.0000              20081101            14.7500
SACRAMENTO                                  No MI                                     6.0000              20081201            14.2000
IRVINGTON                                   No MI                                     6.0000              20081101            14.3000
ROUND LAKE PARK                             No MI                                     4.5000              20091201            14.8000
MOUNT PLEASANT                              No MI                                     6.0000              20081201            14.4500
HORSESHOE BAY                               No MI                                     6.0000              20081101            12.8000
MILWAUKEE                                   No MI                                     6.0000              20081201            14.5500
LAUDERHILL                                  No MI                                     6.0000              20081201            14.8500
DUBUQUE                                     No MI                                     6.0000              20091101            14.8000
SAN DIEGO                                   No MI                                     6.0000              20081101            13.8000
STILLWATER                                  No MI                                     6.0000              20081201            13.7500
REDWOOD CITY                                No MI                                     6.0000              20081201            14.7000
MILWAUKEE                                   No MI                                     6.0000              20081201            14.9500
DOLTON                                      No MI                                     4.5000              20091201            14.9500
CHICAGO                                     No MI                                     4.5000              20081201            15.5000
MINNEAPOLIS                                 No MI                                     6.0000              20091201            13.9500
PHILADELPHIA                                No MI                                     6.0000              20081201            14.6500
SAINT PAUL                                  No MI                                     6.0000              20091201            13.8500
BROOKHAVEN TOWN                             No MI                                     6.0000              20081201            15.9500
ALLENTOWN                                   No MI                                     6.0000              20091201            13.4250
CHICAGO                                     No MI                                     4.5000              20091201            16.6500
CHARLOTTE                                   No MI                                     6.0000              20081101            14.8500
HALFMOON                                    No MI                                     6.0000              20091101            17.0250
HIALEAH                                     No MI                                     6.0000              20091201            14.1500
MEMPHIS                                     No MI                                     6.0000              20081101            12.3500
PARAMOUNT                                   No MI                                     6.0000              20081101            13.0500
HOMESTEAD                                   No MI                                     6.0000              20081201            14.6750
RIVER FOREST                                No MI                                     4.5000              20091201            16.0500
JERSEY CITY                                 No MI                                     6.0000              20091201            12.9900
MORENO VALLEY                               No MI                                     6.0000              20081201            14.8500
LAKE PARK                                   No MI                                     6.0000              20081101            14.8500
HIALEAH                                     No MI                                     6.0000              20081201            13.6500
DORAL                                       No MI                                     6.0000              20081101            16.7500
HOLLYWOOD                                   No MI                                     6.0000              20081201            13.9500
LAGUNA NIGUEL                               No MI                                     6.0000              20081101            14.7620
SANTA MARIA                                 No MI                                     6.0000              20081201            14.1000
CUMBERLAND                                  No MI                                     6.0000              20091101            14.0000
SINKING SPRINGS                             No MI                                     6.0000              20081201            15.8000
GENEVA                                      No MI                                     6.0000              20091101            16.0250
DISTRICT HEIGHT                             No MI                                     6.0000              20081201            13.8500
SAINT CLAIR SHO                             No MI                                     6.0000              20091201            15.9750
SIMI VALLEY                                 No MI                                     6.0000              20081201            14.6000
GARDEN GROVE                                No MI                                     6.0000              20081201            13.5500
PALMDALE                                    No MI                                     6.0000              20081201            16.2000
PHOENIX                                     No MI                                     6.0000              20081201            13.7500
MIAMI                                       No MI                                     6.0000              20081201            13.9000
BOYNTON BEACH                               No MI                                     6.0000              20081101            13.3250
BERLIN                                      No MI                                     6.0000              20091101            13.3500
OCALA                                       No MI                                     6.0000              20081201            14.7000
PERRIS                                      No MI                                     6.0000              20081201            15.5500
SPOKANE                                     No MI                                     6.0000              20081101            13.7000
WASHINGTON                                  No MI                                     6.0000              20081201            14.6400
KANSAS CITY                                 No MI                                     0.0000                                   0.0000
CHICAGO                                     No MI                                     4.5000              20091101            14.1750
NORTH MIAMI BEA                             No MI                                     6.0000              20081201            16.3000
CHARLOTTE                                   No MI                                     6.0000              20091201            13.7500
MACEDONIA                                   No MI                                     6.0000              20081201            15.4000
SYLMAR                                      No MI                                     6.0000              20081101            14.2000
TOLLESON                                    No MI                                     6.0000              20081101            15.5500
MIAMI                                       No MI                                     6.0000              20081201            12.1500
LAKELAND                                    No MI                                     6.0000              20091201            14.4000
SHELTON                                     No MI                                     6.0000              20081201            14.4000
LEES SUMMIT                                 No MI                                     6.0000              20081101            15.9000
TRUCKEE                                     No MI                                     6.0000              20081101            15.4000
LONG BEACH                                  No MI                                     6.0000              20081101            14.8500
SAN PABLO                                   No MI                                     6.0000              20081101            14.7750
BAKERSFIELD                                 No MI                                     6.0000              20081101            15.6500
CHINO HILLS                                 No MI                                     6.0000              20081101            14.4000
MILWAUKEE                                   No MI                                     0.0000                                   0.0000
PALMDALE                                    No MI                                     6.0000              20081101            13.6000
LOS ANGELES                                 No MI                                     6.0000              20081201            14.0500
DOWNEY                                      No MI                                     6.0000              20091101            14.0500
CASA GRANDE                                 No MI                                     0.0000                                   0.0000
MIAMI                                       No MI                                     6.0000              20091101            14.5000
CHICAGO                                     No MI                                     4.5000              20081101            16.5250
BALDWIN                                     No MI                                     6.0000              20091101            13.9900
TOWNSHIP OF EVE                             No MI                                     6.0000              20091101            12.9900
COLORADO SPRING                             No MI                                     6.0000              20081201            16.3500
OVIEDO                                      No MI                                     6.0000              20081101            16.5000
RAMONA                                      No MI                                     6.0000              20091101            15.0370
BETHPAGE                                    No MI                                     6.0000              20081101            14.1000
QUEEN CREEK                                 No MI                                     6.0000              20081101            15.1500
INDIANAPOLIS                                No MI                                     6.0000              20091101            17.6750
MORENO VALLEY                               No MI                                     6.0000              20081101            14.7500
CARLSBAD                                    No MI                                     6.0000              20081101            13.8500
CHICAGO                                     No MI                                     4.5000              20081201            15.2500
CHICAGO                                     No MI                                     4.5000              20081101            16.9000
TOWNSHIP OF BER                             No MI                                     6.0000              20091101            15.9900
ONTARIO                                     No MI                                     6.0000              20081201            14.7000
LOS ANGELES                                 No MI                                     6.0000              20081101            14.9900
ONTARIO                                     No MI                                     6.0000              20081201            13.0500
CLOVIS                                      No MI                                     6.0000              20081101            16.4500
COMPTON                                     No MI                                     6.0000              20081201            15.1500
FRESNO                                      No MI                                     6.0000              20081101            14.0000
SAN JACINTO                                 No MI                                     6.0000              20081201            14.2500
DAYTONA BEACH                               No MI                                     6.0000              20081101            13.9500
NORWALK                                     No MI                                     6.0000              20081101            13.7500
LEHIGH ACRES                                No MI                                     6.0000              20081201            13.1500
MORENO VALLEY                               No MI                                     6.0000              20081101            14.2500
OLYMPIA                                     No MI                                     6.0000              20081201            12.7500
APOPKA                                      No MI                                     6.0000              20081101            15.6500
WEST COVINA                                 No MI                                     6.0000              20081101            13.2500
TWO HARBORS                                 No MI                                     6.0000              20081101            14.9500
TWNSHP OF DOVER                             No MI                                     6.0000              20081101            15.9900
NEW HAVEN                                   No MI                                     6.0000              20081101            16.8500
SPRING                                      No MI                                     6.0000              20081101            15.3000
LA HABRA                                    No MI                                     6.0000              20081101            13.8500
MASTIC BEACH                                No MI                                     6.0000              20091101            15.1500
FOSTORIA                                    No MI                                     0.0000                                   0.0000
ADDISON                                     No MI                                     6.0000              20091101            14.2000
PORT SAINT LUCI                             No MI                                     6.0000              20081101            15.7500
PEEKSKILL                                   No MI                                     6.0000              20091201            13.7500
MESA                                        No MI                                     6.0000              20081101            16.1000
SAN BERNARDINO                              No MI                                     6.0000              20081201            15.8000
MELROSE PARK                                No MI                                     4.5000              20091201            13.8750
FREEPORT                                    No MI                                     6.0000              20091101            14.9900
ROSEDALE                                    No MI                                     6.0000              20081201            13.4500
DELANO                                      No MI                                     6.0000              20081201            15.9900
OMAHA                                       No MI                                     6.0000              20081201            15.4000
VALLEJO                                     No MI                                     6.0000              20081201            14.0500
CONCORD                                     No MI                                     6.0000              20091101            14.8000
WHITTIER                                    No MI                                     6.0000              20081101            12.9500
FULLERTON                                   No MI                                     6.0000              20081101            14.3000
TAMPA                                       No MI                                     6.0000              20081201            15.2500
ANAHEIM                                     No MI                                     6.0000              20081101            14.8000
WILDWOOD                                    No MI                                     6.0000              20091101            13.4000
LOS ANGELES                                 No MI                                     6.0000              20091101            13.4000
CATHEDRAL CITY                              No MI                                     6.0000              20091101            13.3000
VALLEY STREAM                               No MI                                     6.0000              20091101            14.2000
TRACY                                       No MI                                     6.0000              20081101            16.1000
BRONX                                       No MI                                     6.0000              20081101            16.4000
MASSAPEQUA                                  No MI                                     6.0000              20081101            14.2500
FORT WASHINGTON                             No MI                                     6.0000              20091201            14.3500
BRONX                                       No MI                                     6.0000              20091101            14.5500
YORKVILLE                                   No MI                                     4.5000              20081201            14.3500
MIAMI                                       No MI                                     6.0000              20081101            13.9000
CEDAR RAPIDS                                No MI                                     0.0000                                   0.0000
GARY                                        No MI                                     6.0000              20081101            16.0500
WHEATLEY HEIGHT                             No MI                                     6.0000              20091101            13.2000
CHICAGO                                     No MI                                     4.5000              20091201            14.5500
WINDSOR                                     No MI                                     6.0000              20081101            12.5250
MANTECA                                     No MI                                     6.0000              20081101            13.3500
RIVERSIDE                                   No MI                                     0.0000                                   0.0000
VICTORVILLE                                 No MI                                     6.0000              20081101            16.3500
PORT HUENEME                                No MI                                     6.0000              20081101            13.3500
RISING SUN                                  No MI                                     6.0000              20081101            13.2500
ANTIOCH                                     No MI                                     6.0000              20081101            14.5000
PERRIS                                      No MI                                     6.0000              20081001            15.8000
BALTIMORE                                   No MI                                     0.0000                                   0.0000
FORT MYERS                                  No MI                                     0.0000                                   0.0000



CITY1                                       MIN_RATE          PER_RATE            DEAL         HYBRID_          PRODUCT
                                                              _CAP                _INFO        TERM
-----------------------------------------------------------------------------------------------------------------------------------------
WEST HAVEN                                       11.0250              0.1250      I            2YR              2/6LIBOR DUAL
PHILADELPHIA                                      0.0000              0.0000      I                             FIXED IO
HOUSTON                                           8.5500              0.1250      I            2YR              LIBOR 2/6 ARM
AMERICAN CANYON                                   7.3000              0.1250      I            3YR              3/6LIBOR DUAL
COLUMBIA                                          9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
COCOA                                             8.8000              0.1250      I            2YR              2/6LIBOR DUAL
COCOA                                             8.8000              0.1250      I            2YR              2/6LIBOR DUAL
CLINTON                                           8.4500              0.1250      I            2YR              2/6LIBOR DUAL
PEMBROKE PINES                                    8.6000              0.1250      I            3YR              LIBOR 3/6 ARM IO
PHOENIX                                           9.1500              0.1250      I            2YR              LIBOR 2/6 ARM
MISSION VIEJO                                     7.9900              0.1250      I            2YR              2/6LIBOR DUAL
SAINT LOUIS                                       7.6500              0.1250      I            2YR              LIBOR 2/6 ARM
NORTH PORT                                        7.9500              0.1250      I            2YR              2/6LIBOR DUAL
PHILADELPHIA                                     10.6000              0.1250      I            2YR              LIBOR 2/6 ARM
CHICAGO                                           9.0500              0.1250      I            3YR              3/6LIBOR DUAL
LEHIGH ACRES                                      9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             8.9500              0.1250      I            2YR              LIBOR 2/6 ARM
MADISON                                           9.4500              0.1250      I            2YR              LIBOR 2/6 ARM
LAWNDALE                                          8.1500              0.1250      I            2YR              LIBOR 2/6 ARM
HIGHLAND                                          9.8500              0.1250      I            3YR              LIBOR 3/6 ARM
LOS ANGELES                                       7.7000              0.1250      I            3YR              LIBOR 3/6 ARM IO
HILLSBOROUGH                                      7.8500              0.1250      I            3YR              3/6LIBOR DUAL
MIDDLETOWN                                        7.6500              0.1250      I            2YR              LIBOR 2/6 ARM
NEW ORLEANS                                       7.6000              0.1250      I            2YR              LIBOR 2/6 ARM
BELLFLOWER                                        7.3500              0.1250      I            3YR              3/6LIBOR DUAL
CRANSTON                                         10.6000              0.1250      I            2YR              2/6LIBOR DUAL
HESPERIA                                          9.0000              0.1250      I            2YR              2/6LIBOR DUAL
FONTANA                                           9.3500              0.1250      I            2YR              LIBOR 2/6 ARM
PHILADELPHIA                                      8.8000              0.1250      I            2YR              2/6LIBOR DUAL
CORAM                                             9.8000              0.1250      I            3YR              LIBOR 3/6 ARM
HOMEWOOD                                          8.5000              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                           8.6000              0.1250      I            2YR              LIBOR 2/6 ARM
MILWAUKEE                                        11.8250              0.1250      I            3YR              LIBOR 3/6 ARM
POMPANO BEACH                                    10.7500              0.1250      I            3YR              LIBOR 3/6 ARM
HOWELL                                           11.2000              0.1250      I            2YR              LIBOR 2/6 ARM
STOCKTON                                          8.8500              0.1250      I            2YR              2/6LIBOR DUAL
PORT HUENEME                                      7.2000              0.1250      I            2YR              2/6LIBOR DUAL
NEW YORK                                          8.3500              0.1250      I            3YR              LIBOR 3/6 ARM
BRANDON                                           8.6500              0.1250      I            2YR              2/6LIBOR DUAL
AURORA                                            0.0000              0.0000      I                             FIXED
PALMDALE                                          8.9500              0.1250      I            2YR              LIBOR 2/6 ARM
LOS ANGELES                                       9.5500              0.1250      I            2YR              2/6LIBOR DUAL
HOWELL TOWNSHIP                                  11.0750              0.1250      I            3YR              LIBOR 3/6 ARM
SOUTH GATE                                        7.0000              0.1250      I            2YR              LIBOR 2/6 ARM IO
QUAKERTOWN                                        9.2000              0.1250      I            3YR              LIBOR 3/6 ARM
WESTMINSTER                                       0.0000              0.0000      I                             FIXED
RAMONA                                            8.5500              0.1250      I            2YR              2/6LIBOR DUAL
SPRING                                            9.8500              0.1250      I            2YR              LIBOR 2/6 ARM
ESCONDIDO                                         7.7000              0.1250      I            2YR              2/6LIBOR DUAL
DALY CITY                                         8.7000              0.1250      I            2YR              2/6LIBOR DUAL
MORRIS                                            8.5000              0.1250      I            3YR              LIBOR 3/6 ARM
SCRANTON                                          0.0000              0.0000      I                             FIXED
CORONA                                            8.4000              0.1250      I            2YR              LIBOR 2/6 ARM
HIALEAH                                           7.6250              0.1250      I            2YR              2/6LIBOR DUAL
WOODLAND                                          7.7500              0.1250      I            2YR              2/6LIBOR DUAL
LOS ANGELES                                       9.7000              0.1250      I            2YR              2/6LIBOR DUAL
FAIRFIELD                                         9.6500              0.1250      I            3YR              3/6LIBOR DUAL
DESERT HOT SPRI                                   8.1750              0.1250      I            3YR              3/6LIBOR DUAL
CORONA                                            7.9500              0.1250      I            2YR              2/6LIBOR DUAL
LOS ANGELES                                       9.7000              0.1250      I            2YR              LIBOR 2/6 ARM IO
CARSON                                            9.9000              0.1250      I            2YR              2/6LIBOR DUAL
UPPER DARBY TOW                                  10.2500              0.1250      I            3YR              LIBOR 3/6 ARM
SAINT JOSEPH                                      9.0500              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             7.3000              0.1250      I            2YR              LIBOR 2/6 ARM IO
PEEKSKILL                                         7.9500              0.1250      I            3YR              3/6LIBOR DUAL
SHAWNEE                                           0.0000              0.0000      I                             FIXED
SEQUIM                                            8.6250              0.1250      I            3YR              LIBOR 3/6 ARM
RIVERSIDE                                         9.8500              0.1250      I            2YR              2/6LIBOR DUAL
CHANDLER                                          9.0500              0.1250      I            2YR              LIBOR 2/6 ARM
CORONA                                            8.7500              0.1250      I            2YR              2/6LIBOR DUAL
SCOTCH PLAINS T                                   9.3000              0.1250      I            3YR              3/6LIBOR DUAL
WEST CHICAGO                                     10.1000              0.1250      I            3YR              3/6LIBOR DUAL
SUMMERSET                                         9.2500              0.1250      I            2YR              2/6LIBOR DUAL
CENTENNIAL                                        7.3000              0.1250      I            2YR              LIBOR 2/6 ARM IO
SOUTH BEND                                       10.3000              0.1250      I            2YR              LIBOR 2/6 ARM
SAINT LOUIS                                       8.5000              0.1250      I            2YR              LIBOR 2/6 ARM
JACKSONVILLE                                     10.3000              0.1250      I            2YR              2/6LIBOR DUAL
STATEN ISLAND                                     7.6500              0.1250      I            3YR              3/6LIBOR DUAL
WEST COVINA                                       8.3000              0.1250      I            2YR              LIBOR 2/6 ARM IO
PHILADELPHIA                                      0.0000              0.0000      I                             FIXED
NAPLES                                            8.7500              0.1250      I            3YR              LIBOR 3/6 ARM IO
HOUSTON                                           9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
MODESTO                                          11.3500              0.1250      I            2YR              LIBOR 2/6 ARM
NAPLES                                            8.2000              0.1250      I            2YR              2/6LIBOR DUAL
GAITHERSBURG                                      0.0000              0.0000      I                             FIXED IO
LOS ANGELES                                       6.5500              0.1250      I            2YR              LIBOR 2/6 ARM IO
HAMMOND                                           8.3000              0.1250      I            2YR              LIBOR 2/6 ARM
MISSOURI CITY                                     0.0000              0.0000      I                             FIXED
ORLANDO                                           9.2000              0.1250      I            2YR              LIBOR 2/6 ARM
QUEEN CREEK                                       7.6500              0.1250      I            2YR              LIBOR 2/6 ARM
PALMDALE                                          7.7000              0.1250      I            2YR              2/6LIBOR DUAL
RANCHO SANTA MA                                   7.6000              0.1250      I            2YR              LIBOR 2/6 ARM
MORENO VALLEY                                     9.9000              0.1250      I            2YR              2/6LIBOR DUAL
WILLIAMSPORT                                      9.5500              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             8.5500              0.1250      I            2YR              2/6LIBOR DUAL
WEST HEMPSTEAD                                    7.5000              0.1250      I            3YR              LIBOR 3/6 ARM IO
SANTA ROSA                                        8.7000              0.1250      I            2YR              2/6LIBOR DUAL
MIAMI                                             0.0000              0.0000      I                             FIXED IO
UNIONDALE                                         7.9500              0.1250      I            3YR              3/6LIBOR DUAL
TUSCALOOSA                                        0.0000              0.0000      I                             FIXED
SAYVILLE                                          9.1000              0.1250      I            2YR              LIBOR 2/6 ARM
INDIANAPOLIS                                      7.5000              0.1250      I            3YR              LIBOR 3/6 ARM IO
CARMEL                                            9.7000              0.1250      I            3YR              3/6LIBOR DUAL
LONGVIEW                                         10.1000              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             8.8000              0.1250      I            2YR              LIBOR 2/6 ARM
AMERICAN CANYON                                   8.7500              0.1250      I            2YR              2/6LIBOR DUAL
SIMI VALLEY                                       9.3900              0.1250      I            2YR              LIBOR 2/6 ARM IO
DALLASTOWN                                        0.0000              0.0000      I                             FIXED
HONOLULU                                          9.6500              0.1250      I            2YR              2/6LIBOR DUAL
RESERVE                                          11.1500              0.1250      I            2YR              LIBOR 2/6 ARM
COLUMBUS                                         10.0000              0.1250      I            2YR              LIBOR 2/6 ARM
CAROL STREAM                                     10.7500              0.1250      I            3YR              3/6LIBOR DUAL
DENHAM SPRINGS                                    9.8500              0.1250      I            2YR              LIBOR 2/6 ARM
TUCSON                                            8.8500              0.1250      I            2YR              2/6LIBOR DUAL
NINEVEH                                           0.0000              0.0000      I                             FIXED
PASADENA                                          9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
BRONX                                             8.6500              0.1250      I            2YR              2/6LIBOR DUAL
MIRAMAR                                          11.0000              0.1250      I            3YR              LIBOR 3/6 ARM
MOUNT PROSPECT                                    9.9900              0.1250      I            2YR              2/6LIBOR DUAL
YONKERS                                           8.9000              0.1250      I            3YR              LIBOR 3/6 ARM
SUNRISE                                           8.9500              0.1250      I            2YR              LIBOR 2/6 ARM
NEWBURGH                                          9.9900              0.1250      I            3YR              3/6LIBOR DUAL
BETHEL PARK                                      10.7500              0.1250      I            2YR              LIBOR 2/6 ARM
STOCKTON                                          9.7000              0.1250      I            2YR              2/6LIBOR DUAL
KISSIMMEE                                         9.7500              0.1250      I            2YR              2/6LIBOR DUAL
MILWAUKEE                                         0.0000              0.0000      I                             FIXED
PALMDALE                                          8.6500              0.1250      I            2YR              LIBOR 2/6 ARM IO
TEMPLE CITY                                       7.9500              0.1250      I            2YR              2/6LIBOR DUAL
RIVER VALE                                        7.8000              0.1250      I            3YR              3/6LIBOR DUAL
WEST MILFORD                                      8.8000              0.1250      I            3YR              3/6LIBOR DUAL
GARNER                                            8.7000              0.1250      I            2YR              2/6LIBOR DUAL
CORONA                                            6.5000              0.1250      I            2YR              LIBOR 2/6 ARM IO
PHOENIX                                           8.3500              0.1250      I            2YR              LIBOR 2/6 ARM IO
WATERBURY                                        10.9000              0.1250      I            3YR              3/6LIBOR DUAL
BAKERSFIELD                                      11.9000              0.1250      I            2YR              2/6LIBOR DUAL
DESERT HOT SPRI                                   8.5000              0.1250      I            3YR              LIBOR 3/6 ARM
DAYTONA BEACH                                     9.4500              0.1250      I            2YR              LIBOR 2/6 ARM
PHOENIX                                          10.1500              0.1250      I            2YR              2/6LIBOR DUAL
HAYTI                                             0.0000              0.0000      I                             FIXED
FORT MYERS                                        8.0000              0.1250      I            2YR              2/6LIBOR DUAL
ANCHORAGE                                         7.5000              0.1250      I            2YR              LIBOR 2/6 ARM
BURNS                                             8.9000              0.1250      I            3YR              LIBOR 3/6 ARM
HOLLIS                                            9.4500              0.1250      I            2YR              2/6LIBOR DUAL
PHILADELPHIA                                      8.3000              0.1250      I            2YR              LIBOR 2/6 ARM
BROOKLYN                                          8.3000              0.1250      I            2YR              2/6LIBOR DUAL
SANTA ROSA                                        9.4750              0.1250      I            2YR              2/6LIBOR DUAL
LITTLETON                                         8.6500              0.1250      I            2YR              LIBOR 2/6 ARM IO
BINGHAMTON                                       10.2000              0.1250      I            3YR              LIBOR 3/6 ARM
BELLMORE                                          0.0000              0.0000      I                             FIXED IO
LAS VEGAS                                         6.6000              0.1250      I            2YR              LIBOR 2/6 ARM IO
WEST CHICAGO                                     11.1500              0.1250      I            3YR              LIBOR 3/6 ARM
JEFFERSON CITY                                    8.7500              0.1250      I            3YR              LIBOR 3/6 ARM
GOODYEAR                                          9.8000              0.1250      I            2YR              2/6LIBOR DUAL
TAMPA                                             9.3500              0.1250      I            2YR              LIBOR 2/6 ARM
BIRMINGHAM                                       10.9500              0.1250      I            2YR              LIBOR 2/6 ARM
MASSAPEQUA                                        7.7500              0.1250      I            2YR              2/6LIBOR DUAL
AUBURNDALE                                        8.5500              0.1250      I            2YR              LIBOR 2/6 ARM
BROOKLYN                                          9.1000              0.1250      I            3YR              3/6LIBOR DUAL
LOS ANGELES                                       6.2000              0.1250      I            2YR              LIBOR 2/6 ARM IO
MILWAUKEE                                        11.8000              0.1250      I            2YR              LIBOR 2/6 ARM
JAMAICA                                           9.8000              0.1250      I            3YR              LIBOR 3/6 ARM
NEW CANEY                                         8.9000              0.1250      I            2YR              2/6LIBOR DUAL
HIGHLAND                                          7.6000              0.1250      I            2YR              LIBOR 2/6 ARM
MANGUM                                            8.8000              0.1250      I            2YR              LIBOR 2/6 ARM
SAN JOSE                                          9.5500              0.1250      I            2YR              2/6LIBOR DUAL
OAKLAND                                           7.5500              0.1250      I            2YR              2/6LIBOR DUAL
FLEMINGTON                                        9.6500              0.1250      I            2YR              2/6LIBOR DUAL
ROSEDALE                                          8.4500              0.1250      I            3YR              3/6LIBOR DUAL
TWP OF VOORHEES                                   7.5500              0.1250      I            3YR              3/6LIBOR DUAL
CHICAGO                                          10.6500              0.1250      I            2YR              LIBOR 2/6 ARM
CHICAGO                                           8.5000              0.1250      I            3YR              LIBOR 3/6 ARM
DEPTFORD TWP.                                     9.2500              0.1250      I            2YR              LIBOR 2/6 ARM
SALT LAKE CITY                                    8.5000              0.1250      I            3YR              LIBOR 3/6 ARM
COLUMBIA                                          0.0000              0.0000      I                             FIXED IO
AVONDALE                                          8.2000              0.1250      I            2YR              LIBOR 2/6 ARM
RIVERSIDE                                         8.6500              0.1250      I            2YR              LIBOR 2/6 ARM IO
COCOA BEACH                                       8.4500              0.1250      I            2YR              2/6LIBOR DUAL
LOS ANGELES                                       7.6000              0.1250      I            2YR              2/6LIBOR DUAL
ATLANTIC HIGHLA                                   8.5000              0.1250      I            3YR              LIBOR 3/6 ARM IO
DERIDDER                                          8.9250              0.1250      I            2YR              LIBOR 2/6 ARM
OREM                                              9.6500              0.1250      I            2YR              LIBOR 2/6 ARM
LOS ANGELES                                       6.8500              0.1250      I            2YR              2/6LIBOR DUAL
ALLIANCE                                          0.0000              0.0000      I                             FIXED
KURTISTOWN                                        9.7500              0.1250      I            2YR              LIBOR 2/6 ARM IO
RIVERSIDE                                         8.9000              0.1250      I            2YR              LIBOR 2/6 ARM
WESTMINSTER                                       8.8500              0.1250      I            3YR              3/6LIBOR DUAL
LONG BEACH                                        8.6000              0.1250      I            2YR              2/6LIBOR DUAL
RIVER VALE                                        8.2500              0.1250      I            2YR              LIBOR 2/6 ARM IO
LAS CRUCES                                       11.5000              0.1250      I            3YR              LIBOR 3/6 ARM
MANHASSET                                         7.2500              0.1250      I            3YR              3/6LIBOR DUAL
TUCSON                                            7.9500              0.1250      I            2YR              2/6LIBOR DUAL
REDONDO BEACH                                     8.0000              0.1250      I            2YR              2/6LIBOR DUAL
HAM LAKE                                          6.9500              0.1250      I            3YR              3/6LIBOR DUAL
STATEN ISLAND                                     6.7500              0.1250      I            3YR              3/6LIBOR DUAL
FONTANA                                           7.8000              0.1250      I            2YR              LIBOR 2/6 ARM IO
SCOTTSDALE                                        9.3250              0.1250      I            2YR              2/6LIBOR DUAL
CHAMPLIN                                          7.5500              0.1250      I            2YR              LIBOR 2/6 ARM IO
DEWEY                                             7.2500              0.1250      I            2YR              LIBOR 2/6 ARM
WILLOWBROOK                                      10.9000              0.1250      I            2YR              LIBOR 2/6 ARM IO
SPRINGFIELD                                       0.0000              0.0000      I                             FIXED
HOUSTON                                           9.2500              0.1250      I            2YR              LIBOR 2/6 ARM
LOS ANGELES                                       7.1250              0.1250      I            2YR              LIBOR 2/6 ARM IO
GLENDALE HEIGHT                                   8.7500              0.1250      I            3YR              LIBOR 3/6 ARM
RICHLAND                                          8.4000              0.1250      I            2YR              LIBOR 2/6 ARM IO
RIALTO                                            7.4500              0.1250      I            2YR              LIBOR 2/6 ARM IO
LAKE FOREST                                       9.7500              0.1250      I            2YR              LIBOR 2/6 ARM
ARLINGTON HEIGH                                   8.7000              0.1250      I            2YR              LIBOR 2/6 ARM
PHOENIX                                           7.3500              0.1250      I            2YR              2/6LIBOR DUAL
TOWNSHIP OF GAL                                   9.4000              0.1250      I            2YR              2/6LIBOR DUAL
DAYTONA BEACH                                     9.3000              0.1250      I            2YR              2/6LIBOR DUAL
AKRON                                             9.1500              0.1250      I            2YR              LIBOR 2/6 ARM
FONTANA                                           8.8000              0.1250      I            2YR              2/6LIBOR DUAL
MESA                                              8.7000              0.1250      I            2YR              2/6LIBOR DUAL
MOUNT SINAI                                       8.0500              0.1250      I            3YR              LIBOR 3/6 ARM IO
HARVEY                                            7.8500              0.1250      I            3YR              LIBOR 3/6 ARM
CLEVELAND                                         8.3500              0.1250      I            2YR              LIBOR 2/6 ARM
ONTARIO                                           8.3650              0.1250      I            3YR              3/6LIBOR DUAL
CHAMPAIGN                                         7.6500              0.1250      I            3YR              3/6LIBOR DUAL
LOS ANGELES                                       7.6000              0.1250      I            2YR              2/6LIBOR DUAL
JAMAICA                                          11.3500              0.1250      I            3YR              LIBOR 3/6 ARM
NILES                                            10.5000              0.1250      I            3YR              3/6LIBOR DUAL
WASHINGTON                                        9.5000              0.1250      I            2YR              2/6LIBOR DUAL
LAS VEGAS                                         0.0000              0.0000      I                             FIXED IO
MILWAUKEE                                         8.4500              0.1250      I            2YR              LIBOR 2/6 ARM
CHICAGO                                           9.5000              0.1250      I            3YR              3/6LIBOR DUAL
FEDERAL WAY                                       7.5500              0.1250      I            2YR              LIBOR 2/6 ARM IO
CHICAGO                                           7.8000              0.1250      I            3YR              3/6LIBOR DUAL
COLTON                                            7.2000              0.1250      I            2YR              2/6LIBOR DUAL
MESA                                              9.3500              0.1250      I            2YR              LIBOR 2/6 ARM
KISSIMMEE                                         6.9500              0.1250      I            2YR              LIBOR 2/6 ARM
ENGLEWOOD                                         0.0000              0.0000      I                             FIXED IO
LOS ANGELES                                       8.8000              0.1250      I            2YR              2/6LIBOR DUAL
MIDLOTHIAN                                        9.1000              0.1250      I            3YR              LIBOR 3/6 ARM
OLD GREENWICH                                    11.2500              0.1250      I            2YR              LIBOR 2/6 ARM
SUTTER                                            7.6000              0.1250      I            2YR              2/6LIBOR DUAL
QUEENS                                            8.7500              0.1250      I            2YR              2/6LIBOR DUAL
BAY SHORE                                         9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
MAYWOOD                                           8.3500              0.1250      I            2YR              2/6LIBOR DUAL
BALTIMORE                                         7.7850              0.1250      I            2YR              LIBOR 2/6 ARM
NAPERVILLE                                        0.0000              0.0000      I                             FIXED IO
PENNGROVE                                         7.3000              0.1250      I            2YR              2/6LIBOR DUAL
DALLAS                                            9.7000              0.1250      I            2YR              LIBOR 2/6 ARM
MADERA                                            8.2000              0.1250      I            2YR              2/6LIBOR DUAL
LOWELL                                            8.1000              0.1250      I            2YR              2/6LIBOR DUAL
MIAMI                                             9.8250              0.1250      I            2YR              LIBOR 2/6 ARM
HIALEAH                                           6.6500              0.1250      I            3YR              LIBOR 3/6 ARM IO
CHINO HILLS                                       5.9900              0.1250      I            2YR              LIBOR 2/6 ARM IO
DE SOTO                                           9.1000              0.1250      I            3YR              LIBOR 3/6 ARM
NAPERVILLE                                        9.0000              0.1250      I            3YR              LIBOR 3/6 ARM IO
BAKERSFIELD                                       8.5500              0.1250      I            2YR              2/6LIBOR DUAL
PALM BAY                                         10.1500              0.1250      I            2YR              2/6LIBOR DUAL
CORNING                                           0.0000              0.0000      I                             FIXED
YUMA                                              7.5500              0.1250      I            2YR              2/6LIBOR DUAL
MODESTO                                           9.8500              0.1250      I            2YR              LIBOR 2/6 ARM
MARYSVILLE                                        8.0500              0.1250      I            2YR              LIBOR 2/6 ARM
RIVERSIDE                                        10.3500              0.1250      I            2YR              LIBOR 2/6 ARM
SCHAUMBURG                                        7.4000              0.1250      I            3YR              3/6LIBOR DUAL
ELMONT                                            7.5000              0.1250      I            3YR              3/6LIBOR DUAL
PALMDALE                                          7.9900              0.1250      I            2YR              LIBOR 2/6 ARM IO
TAMPA                                            10.2250              0.1250      I            2YR              LIBOR 2/6 ARM
ROCKWOOD                                          7.0000              0.1250      I            3YR              LIBOR 3/6 ARM
JACKSON TOWNSHI                                   8.6500              0.1250      I            2YR              LIBOR 2/6 ARM
MORENO VALLEY                                     8.1500              0.1250      I            2YR              LIBOR 2/6 ARM IO
ALABASTER                                         0.0000              0.0000      I                             FIXED
PHILADELPHIA                                     10.1000              0.1250      I            2YR              LIBOR 2/6 ARM
RICHMOND                                          8.2500              0.1250      I            2YR              2/6LIBOR DUAL
LAS VEGAS                                         8.4500              0.1250      I            2YR              2/6LIBOR DUAL
YUCAIPA                                           7.5500              0.1250      I            2YR              2/6LIBOR DUAL
ELGIN                                             9.4500              0.1250      I            3YR              LIBOR 3/6 ARM
PALMDALE                                          7.1250              0.1250      I            2YR              2/6LIBOR DUAL
CLEVELAND                                         0.0000              0.0000      I                             FIXED
SARTELL                                           8.3000              0.1250      I            3YR              3/6LIBOR DUAL
COLUMBIA                                          9.2000              0.1250      I            3YR              LIBOR 3/6 ARM
LITTLE EGG HARBOR                                 8.1500              0.0000      I            2YR              2/6LIBOR DUAL
CHICAGO                                           8.8500              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                           9.6000              0.1250      I            3YR              3/6LIBOR DUAL
CHICAGO                                           7.7000              0.1250      I            3YR              3/6LIBOR DUAL
RIO RANCHO                                        9.3500              0.1250      I            3YR              LIBOR 3/6 ARM
ELGIN                                             8.6500              0.1250      I            3YR              3/6LIBOR DUAL
LOCKPORT                                          9.6000              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             0.0000              0.0000      I                             FIXED IO
TUCSON                                            7.3750              0.1250      I            2YR              LIBOR 2/6 ARM
BIRMINGHAM                                        8.3750              0.1250      I            2YR              LIBOR 2/6 ARM
SOMERVILLE                                        9.0000              0.1250      I            2YR              LIBOR 2/6 ARM
CHIEFLAND                                         8.2500              0.1250      I            2YR              LIBOR 2/6 ARM
KANSAS CITY                                       9.5500              0.1250      I            3YR              LIBOR 3/6 ARM
CREST HILL                                        8.1000              0.1250      I            3YR              3/6LIBOR DUAL
OSHKOSH                                          12.1000              0.1250      I            2YR              LIBOR 2/6 ARM
MILFORD                                           9.7250              0.1250      I            2YR              LIBOR 2/6 ARM
HOT SPRINGS NAT                                   7.8750              0.1250      I            2YR              LIBOR 2/6 ARM
PALMYRA                                           8.3750              0.1250      I            3YR              LIBOR 3/6 ARM
ST LOUIS PARK                                     9.1250              0.1250      I            3YR              LIBOR 3/6 ARM
WILLIAMSTOWN                                      7.8500              0.0000      I            2YR              2/6LIBOR DUAL
CHICAGO                                           7.9500              0.1250      I            3YR              3/6LIBOR DUAL
BOISE                                             8.5000              0.1250      I            2YR              LIBOR 2/6 ARM
LAS VEGAS                                         7.0000              0.1250      I            2YR              LIBOR 2/6 ARM
ABERDEEN                                          8.2500              0.1250      I            2YR              LIBOR 2/6 ARM
NORTH LAS VEGAS                                   8.2500              0.1250      I            2YR              LIBOR 2/6 ARM IO
MONTGOMERY                                        8.1500              0.1250      I            3YR              LIBOR 3/6 ARM
OPA LOCKA                                        11.2750              0.0000      I            2YR              2/6LIBOR DUAL
SIOUX FALLS                                       9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
BALTIMORE                                        11.2000              0.1250      I            3YR              LIBOR 3/6 ARM
KINGSLAND                                         8.0000              0.1250      I            2YR              LIBOR 2/6 ARM IO
FORT WAYNE                                        0.0000              0.0000      I                             FIXED IO
ANKENY                                            7.0000              0.1250      I            2YR              LIBOR 2/6 ARM
CLAREMONT                                         8.3750              0.1250      I            3YR              LIBOR 3/6 ARM
MONTGOMERY                                        8.7500              0.1250      I            3YR              LIBOR 3/6 ARM
BEAUMONT                                          7.7500              0.1250      I            2YR              LIBOR 2/6 ARM
OCALA                                             7.3750              0.1250      I            2YR              LIBOR 2/6 ARM
GARDEN CITY                                       8.2500              0.1250      I            3YR              LIBOR 3/6 ARM
OVERLAND PARK                                    11.2500              0.1250      I            2YR              LIBOR 2/6 ARM
LAKEFIELD                                         9.5500              0.1250      I            2YR              LIBOR 2/6 ARM
KENOSHA                                           9.6250              0.1250      I            2YR              LIBOR 2/6 ARM
PHOENIX                                           7.0000              0.1250      I            2YR              LIBOR 2/6 ARM IO
LOS ANGELES                                       8.8750              0.1250      I            3YR              LIBOR 3/6 ARM
DENHAM SPRINGS                                    9.3000              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI BEACH                                       8.7500              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             9.6250              0.1250      I            2YR              2/6LIBOR DUAL
HILBERT                                           9.7500              0.1250      I            3YR              LIBOR 3/6 ARM
WEST MILFORD TOWNSHI                              7.8000              0.1250      I            3YR              3/6LIBOR DUAL
HOUSTON                                           9.6500              0.1250      I            2YR              LIBOR 2/6 ARM
PLANTATION                                       10.6500              0.1250      I            2YR              2/6LIBOR DUAL
BOROUGH OF BROO                                   7.5000              0.1250      I            3YR              LIBOR 3/6 ARM
OLD LYME                                          8.5950              0.1250      I            2YR              2/6LIBOR DUAL
SALT LAKE CITY                                    9.8000              0.1250      I            2YR              2/6LIBOR DUAL
NEWBURGH                                          9.4500              0.1250      I            3YR              3/6LIBOR DUAL
BRONX                                             7.4500              0.1250      I            3YR              3/6LIBOR DUAL
STREETSBORO                                       9.2100              0.1250      I            3YR              LIBOR 3/6 ARM
MOREHEAD CITY                                    10.2750              0.1250      I            3YR              LIBOR 3/6 ARM
COUNCIL BLUFFS                                    6.0000              0.1250      I            2YR              LIBOR 2/6 ARM
HYATTSVILLE                                       8.3500              0.1250      I            3YR              LIBOR 3/6 ARM
LAKE WALES                                        9.3500              0.1250      I            2YR              LIBOR 2/6 ARM
VERO BEACH                                        7.8500              0.1250      I            3YR              3/6LIBOR DUAL
MILWAUKEE                                         9.1000              0.1250      I            2YR              2/6LIBOR DUAL
SUN PRAIRIE                                       6.0000              0.1250      I            3YR              LIBOR 3/6 ARM
MILWAUKEE                                         8.2000              0.1250      I            3YR              LIBOR 3/6 ARM
LAKE MARY                                         9.3500              0.1250      I            2YR              LIBOR 2/6 ARM
ELKTON                                            7.0500              0.1250      I            3YR              LIBOR 3/6 ARM IO
EAST PROVIDENCE                                   9.9000              0.1250      I            3YR              3/6LIBOR DUAL
HOUSTON                                           0.0000              0.0000      I                             FIXED
RIALTO                                            7.9900              0.1250      I            2YR              2/6LIBOR DUAL
PHILADELPHIA                                      9.0000              0.1250      I            2YR              LIBOR 2/6 ARM
COVINGTON                                        10.0000              0.1250      I            3YR              3/6LIBOR DUAL
FRANKLIN PARK                                     7.9500              0.1250      I            2YR              LIBOR 2/6 ARM
CHICAGO                                           8.8000              0.1250      I            2YR              LIBOR 2/6 ARM
CLIFTON                                           7.9900              0.1250      I            3YR              LIBOR 3/6 ARM IO
CHICAGO                                           9.5500              0.1250      I            3YR              3/6LIBOR DUAL
PUNTA GORDA                                       8.0500              0.1250      I            2YR              LIBOR 2/6 ARM
ELM GROVE                                         8.6000              0.1250      I            3YR              LIBOR 3/6 ARM
NEW LENOX                                         7.9500              0.1250      I            3YR              LIBOR 3/6 ARM IO
GREENSBURG                                       11.1500              0.1250      I            2YR              LIBOR 2/6 ARM
HERCULES                                          8.2500              0.1250      I            2YR              LIBOR 2/6 ARM IO
LEAD                                              0.0000              0.0000      I                             FIXED
TAMPA                                             8.3000              0.0000      I            2YR              2/6LIBOR DUAL
SUITLAND                                          9.7000              0.1250      I            3YR              3/6LIBOR DUAL
STATEN ISLAND                                     7.6000             53.1250      I            3YR              3/6LIBOR DUAL
CHICAGO                                           9.0500              0.1250      I            3YR              LIBOR 3/6 ARM
BELLPORT                                          8.5500              0.1250      I            3YR              LIBOR 3/6 ARM
POINT PLEASANT                                    8.2000              0.1250      I            3YR              LIBOR 3/6 ARM IO
BLOOMFIELD                                        8.8500              0.1250      I            3YR              LIBOR 3/6 ARM IO
TEANECK                                           8.5000              0.1250      I            3YR              3/6LIBOR DUAL
CEDAR RAPIDS                                      9.2500              0.1250      I            3YR              LIBOR 3/6 ARM
CHITTENANGO                                       0.0000              0.0000      I                             FIXED
WEST DES MOINES                                   8.3500              0.1250      I            3YR              3/6LIBOR DUAL
CHANDLER                                          8.3000              0.1250      I            3YR              3/6LIBOR DUAL
SOUTH HOLLAND                                     8.5250              0.1250      I            3YR              3/6LIBOR DUAL
JEANERETTE                                        9.2500              0.1250      I            2YR              LIBOR 2/6 ARM
COLUMBIA                                          8.2000              0.0000      I            2YR              2/6LIBOR DUAL
CAMDEN                                            9.2000              0.1250      I            3YR              LIBOR 3/6 ARM
LAS VEGAS                                         9.1500              0.0000      I            2YR              2/6LIBOR DUAL
NEWARK                                           10.8500              0.1250      I            3YR              3/6LIBOR DUAL
ELMONT                                            6.8500              0.1250      I            3YR              3/6LIBOR DUAL
LAS VEGAS                                        10.1500              0.1250      I            2YR              LIBOR 2/6 ARM
AURORA                                            0.0000              0.0000      I                             FIXED
RICHMOND                                          6.8500              0.1250      I            2YR              LIBOR 2/6 ARM IO
CHICAGO                                           8.4500              0.1250      I            3YR              LIBOR 3/6 ARM
JEANNETTE                                         8.6000              0.1250      I            2YR              2/6LIBOR DUAL
CALUMET CITY                                      8.9000              0.1250      I            3YR              3/6LIBOR DUAL
PALATINE                                          7.8750              0.1250      I            3YR              LIBOR 3/6 ARM
LAS VEGAS                                        10.1500              0.1250      I            2YR              LIBOR 2/6 ARM
LAS VEGAS                                         9.9000              0.1250      I            2YR              LIBOR 2/6 ARM
WEST VALLEY CIT                                   9.1500              0.1250      I            2YR              LIBOR 2/6 ARM
NESCONSET                                         7.8500              0.1250      I            3YR              LIBOR 3/6 ARM
BRANDON                                          10.1500              0.1250      I            3YR              3/6LIBOR DUAL
STANHOPE                                          8.5000              0.1250      I            3YR              3/6LIBOR DUAL
CINCINNATI                                        8.9500              0.1250      I            3YR              LIBOR 3/6 ARM
HOLLYWOOD                                         7.7500              0.1250      I            3YR              LIBOR 3/6 ARM
PEQUOT LAKES                                      7.6250              0.1250      I            3YR              LIBOR 3/6 ARM
SWANTON                                           9.0000              0.1250      I            3YR              LIBOR 3/6 ARM
CLINTON                                           7.6250              0.1250      I            2YR              LIBOR 2/6 ARM
CASCADE                                           8.3750              0.1250      I            2YR              LIBOR 2/6 ARM
RAEFORD                                           9.2500              0.1250      I            2YR              LIBOR 2/6 ARM
PUTNAM                                            0.0000              0.0000      I                             FIXED
LOS ANGELES                                       9.3750              0.1250      I            3YR              LIBOR 3/6 ARM
DURANGO                                           7.5000              0.1250      I            2YR              LIBOR 2/6 ARM
LIVERMORE                                         6.8750              0.1250      I            3YR              LIBOR 3/6 ARM
PHILADELPHIA                                      9.0000              0.1250      I            3YR              LIBOR 3/6 ARM
CULLMAN                                           0.0000              0.0000      I                             FIXED
LANSING                                           9.0000              0.1250      I            3YR              LIBOR 3/6 ARM
CRIVITZ                                           0.0000              0.0000      I                             FIXED
HYATTSVILLE                                       8.8750              0.1250      I            2YR              LIBOR 2/6 ARM
LEHIGH ACRES                                      0.0000              0.0000      I                             FIXED
RANTOUL                                           8.5000              0.1250      I            3YR              LIBOR 3/6 ARM IO
NEWBURGH                                          8.2500              0.1250      I            2YR              LIBOR 2/6 ARM
MARLTON                                           7.8750              0.1250      I            3YR              LIBOR 3/6 ARM
LANCASTER                                         7.7500              0.1250      I            2YR              LIBOR 2/6 ARM IO
BELMONT                                           0.0000              0.0000      I                             FIXED
POST FALLS                                        9.0000              0.1250      I            3YR              LIBOR 3/6 ARM
WATERLOO                                          8.6250              0.1250      I            2YR              LIBOR 2/6 ARM
HARVEY                                            0.0000              0.0000      I                             FIXED
BLOOMINGTON                                       8.6750              0.1250      I            3YR              LIBOR 3/6 ARM
NORTH FORT MYER                                   8.5000              0.1250      I            2YR              LIBOR 2/6 ARM
SAFETY HARBOR                                     0.0000              0.0000      I                             FIXED
YAKIMA                                            6.7500              0.1250      I            2YR              LIBOR 2/6 ARM
ALBUQUERQUE                                       8.3750              0.1250      I            2YR              LIBOR 2/6 ARM
LAKE VILLA                                        8.5000              0.1250      I            2YR              LIBOR 2/6 ARM
BRIGHTON                                          7.8750              0.1250      I            3YR              LIBOR 3/6 ARM IO
MILWAUKEE                                        10.4000              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             9.5000              0.1250      I            2YR              2/6LIBOR DUAL
ROCHESTER                                         9.9500              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                           8.0000              0.1250      I            2YR              2/6LIBOR DUAL
TEMPE                                             7.8500              0.1250      I            2YR              LIBOR 2/6 ARM IO
CHANDLER                                          7.5000              0.1250      I            2YR              2/6LIBOR DUAL
MONTICELLO                                        7.9500              0.1250      I            2YR              2/6LIBOR DUAL
HARRISBURG                                        9.5000              0.1250      I            2YR              LIBOR 2/6 ARM
COLDWATER                                         8.4000              0.1250      I            3YR              LIBOR 3/6 ARM
SANTA CLARITA                                     9.9900              0.1250      I            2YR              2/6LIBOR DUAL
REVERE                                           10.9500              0.1250      I            3YR              3/6LIBOR DUAL
CRYSTAL LAKE                                      8.2500              0.1250      I            3YR              3/6LIBOR DUAL
MIAMI                                             9.7500              0.1250      I            2YR              LIBOR 2/6 ARM IO
WONDER LAKE                                       7.7000              0.1250      I            3YR              LIBOR 3/6 ARM IO
MUSTANG                                           9.3000              0.1250      I            2YR              LIBOR 2/6 ARM
EASTLAKE                                         10.3500              0.1250      I            3YR              LIBOR 3/6 ARM
LOS ANGELES                                       7.5000              0.1250      I            2YR              LIBOR 2/6 ARM
MILWAUKEE                                         9.8000              0.1250      I            3YR              LIBOR 3/6 ARM
TULARE                                            8.2000              0.1250      I            2YR              LIBOR 2/6 ARM IO
GRAND RAPIDS                                      8.9000              0.1250      I            3YR              LIBOR 3/6 ARM
RICE LAKE                                         8.4500              0.1250      I            3YR              LIBOR 3/6 ARM
LAVEEN                                            8.3000              0.1250      I            2YR              LIBOR 2/6 ARM IO
MONTGOMERY VILL                                   6.0000              0.1250      I            3YR              LIBOR 3/6 ARM IO
CARVER                                            8.4750              0.1250      I            3YR              3/6LIBOR DUAL
NORTH MANKATO                                     9.2000              0.1250      I            2YR              LIBOR 2/6 ARM
WAUKESHA                                          9.2000              0.1250      I            2YR              LIBOR 2/6 ARM
WOODSTOCK                                         7.9620              0.1250      I            3YR              LIBOR 3/6 ARM
BOWIE                                             8.9500              0.1250      I            2YR              2/6LIBOR DUAL
PHILADELPHIA                                      8.6000              0.1250      I            2YR              2/6LIBOR DUAL
MESA                                              6.8000              0.1250      I            2YR              LIBOR 2/6 ARM IO
DOLTON                                            0.0000              0.0000      I                             FIXED
LOWELL                                            8.4500              0.1250      I            2YR              2/6LIBOR DUAL
PEORIA                                            8.3000              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                           8.6000              0.1250      I            2YR              LIBOR 2/6 ARM IO
CHICAGO                                          10.6500              0.1250      I            2YR              LIBOR 2/6 ARM
LADSON                                            9.2500              0.1250      I            3YR              LIBOR 3/6 ARM
HALEDON                                           0.0000              0.0000      I                             FIXED IO
PHOENIX                                           8.4500              0.1250      I            2YR              2/6LIBOR DUAL
ABERDEEN                                          8.6000              0.1250      I            2YR              LIBOR 2/6 ARM
STREAMWOOD                                        8.8000              0.1250      I            3YR              LIBOR 3/6 ARM
MANITOWOC                                         8.0000              0.1250      I            3YR              LIBOR 3/6 ARM
LINDON                                            8.8000              0.1250      I            2YR              2/6LIBOR DUAL
HEYWORTH                                          0.0000              0.0000      I                             FIXED
BRIDGEVIEW                                        6.9500              0.1250      I            3YR              3/6LIBOR DUAL
ROUND LAKE                                        8.8000              0.1250      I            3YR              3/6LIBOR DUAL
MENASHA                                           9.9500              0.1250      I            3YR              LIBOR 3/6 ARM
DENVER                                            9.5370              0.1250      I            2YR              2/6LIBOR DUAL
WAIPAHU                                           0.0000              0.0000      I                             FIXED
QUEEN CREEK                                       9.0500              0.1250      I            2YR              2/6LIBOR DUAL
FORT WORTH                                       10.4000              0.1250      I            3YR              LIBOR 3/6 ARM
HOLLYWOOD                                         9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
VICTORVILLE                                       8.5000              0.1250      I            2YR              2/6LIBOR DUAL
ALTAMONTE SPRIN                                   8.9500              0.1250      I            3YR              LIBOR 3/6 ARM IO
GIBSONTON                                         7.2500              0.1250      I            3YR              3/6LIBOR DUAL
PEORIA                                            7.8500              0.1250      I            2YR              2/6LIBOR DUAL
TACOMA                                            8.9000              0.1250      I            3YR              3/6LIBOR DUAL
LAS VEGAS                                        10.4000              0.1250      I            2YR              2/6LIBOR DUAL
BENSENVILLE                                      10.9620              0.1250      I            2YR              LIBOR 2/6 ARM
PHILADELPHIA                                      8.1500              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             6.9500              0.1250      I            3YR              LIBOR 3/6 ARM
GERMANTOWN                                        9.5250              0.1250      I            2YR              2/6LIBOR DUAL
CHANDLER                                          9.0500              0.1250      I            2YR              LIBOR 2/6 ARM
PHILADELPHIA                                      8.5000              0.1250      I            2YR              LIBOR 2/6 ARM
SPARKS                                            7.9900              0.1250      I            2YR              LIBOR 2/6 ARM IO
LEHIGH ACRES                                     10.3000              0.1250      I            2YR              LIBOR 2/6 ARM
JAMAICA                                           6.9500              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                           7.2500              0.1250      I            3YR              LIBOR 3/6 ARM
HESPERIA                                          8.6500              0.1250      I            3YR              LIBOR 3/6 ARM IO
ELMONT                                            0.0000              0.0000      I                             FIXED
BOYNTON BEACH                                     9.7500              0.1250      I            2YR              2/6LIBOR DUAL
SWEET HOME                                        9.1500              0.1250      I            2YR              2/6LIBOR DUAL
STOUGHTON                                         7.2500              0.1250      I            3YR              LIBOR 3/6 ARM
PHOENIX                                           8.3500              0.1250      I            2YR              LIBOR 2/6 ARM
CASTAIC                                           7.9500              0.1250      I            2YR              2/6LIBOR DUAL
YORK                                              0.0000              0.0000      I                             FIXED IO
WEST ORANGE                                       9.4500              0.1250      I            2YR              2/6LIBOR DUAL
ROBBINSDALE                                       8.8500              0.1250      I            2YR              LIBOR 2/6 ARM
PITTSBURGH                                        8.8000              0.1250      I            2YR              LIBOR 2/6 ARM
CHICAGO                                           9.4500              0.1250      I            2YR              LIBOR 2/6 ARM
SANTA FE                                          8.9750              0.1250      I            3YR              LIBOR 3/6 ARM IO
WORCESTER                                         8.5500              0.1250      I            2YR              LIBOR 2/6 ARM
PHILADELPHIA                                      8.8000              0.1250      I            2YR              LIBOR 2/6 ARM
PHILADELPHIA                                      9.7500              0.1250      I            2YR              2/6LIBOR DUAL
BALTIMORE                                         8.6500              0.1250      I            2YR              2/6LIBOR DUAL
LAUDERHILL                                        7.4000              0.1250      I            2YR              2/6LIBOR DUAL
ORANGEBURG                                        8.2000              0.1250      I            3YR              LIBOR 3/6 ARM
HOMESTEAD                                        10.1100              0.1250      I            2YR              2/6LIBOR DUAL
PHILADELPHIA                                      9.0500              0.1250      I            3YR              LIBOR 3/6 ARM
BELVIDERE                                         9.2000              0.1250      I            3YR              LIBOR 3/6 ARM
SARASOTA                                          7.0500              0.1250      I            2YR              2/6LIBOR DUAL
TUCKERTON                                         9.0500              0.1250      I            3YR              LIBOR 3/6 ARM
LOS ANGELES                                       8.7500              0.1250      I            2YR              2/6LIBOR DUAL
APPLE VALLEY                                      7.8000              0.1250      I            2YR              LIBOR 2/6 ARM IO
MIDDLETOWN                                        7.8500              0.1250      I            3YR              3/6LIBOR DUAL
RIALTO                                            8.0500              0.1250      I            3YR              3/6LIBOR DUAL
TAMPA                                             9.0620              0.1250      I            2YR              2/6LIBOR DUAL
ROCKFORD                                          9.3250              0.1250      I            3YR              LIBOR 3/6 ARM
STOCKTON                                          7.4000              0.1250      I            2YR              LIBOR 2/6 ARM IO
ALGONQUIN                                         8.4750              0.1250      I            3YR              LIBOR 3/6 ARM
CASCADE                                           9.5500              0.1250      I            2YR              LIBOR 2/6 ARM
VANCOUVER                                         8.8000              0.1250      I            2YR              2/6LIBOR DUAL
GLENDALE                                          8.5000              0.1250      I            2YR              LIBOR 2/6 ARM IO
ROY                                               9.6500              0.1250      I            2YR              LIBOR 2/6 ARM
DENVER                                            7.4500              0.1250      I            2YR              2/6LIBOR DUAL
RIO RANCHO                                       10.8500              0.1250      I            3YR              LIBOR 3/6 ARM
NORTH PALM BEAC                                   8.8000              0.1250      I            2YR              LIBOR 2/6 ARM
PHILADELPHIA                                      9.6000              0.1250      I            2YR              LIBOR 2/6 ARM
MCHENRY                                           8.8500              0.1250      I            3YR              LIBOR 3/6 ARM IO
HOWELL                                            9.7000              0.1250      I            2YR              2/6LIBOR DUAL
TUCSON                                            9.1500              0.1250      I            2YR              LIBOR 2/6 ARM
OSWEGO                                            8.2500              0.1250      I            3YR              3/6LIBOR DUAL
VICTORVILLE                                      10.5500              0.1250      I            2YR              2/6LIBOR DUAL
PLACERVILLE                                       8.2500              0.1250      I            2YR              2/6LIBOR DUAL
EVERETT                                           8.6500              0.1250      I            2YR              LIBOR 2/6 ARM
FONTANA                                           9.9500             52.1250      I            3YR              LIBOR 3/6 ARM
LAKE STATION                                     10.4000              0.1250      I            2YR              LIBOR 2/6 ARM
UNIVERSITY PARK                                   8.5500              0.1250      I            3YR              LIBOR 3/6 ARM
OAK PARK                                          7.6500              0.1250      I            3YR              LIBOR 3/6 ARM IO
LAUDERDALE LAKE                                   8.1500              0.1250      I            2YR              LIBOR 2/6 ARM
SUPERIOR                                          7.4000              0.1250      I            2YR              LIBOR 2/6 ARM
CANTON                                            8.9500              0.1250      I            2YR              2/6LIBOR DUAL
CLIFTON                                           7.9900              0.1250      I            3YR              3/6LIBOR DUAL
LEON                                              0.0000              0.0000      I                             FIXED
CORTLANDT MANOR                                   7.1000              0.1250      I            3YR              LIBOR 3/6 ARM IO
FORT PIERCE                                       8.0000              0.1250      I            2YR              LIBOR 2/6 ARM IO
BROOKLYN                                          7.2000              0.1250      I            3YR              3/6LIBOR DUAL
WINTER GARDEN                                    10.5000              0.1250      I            2YR              LIBOR 2/6 ARM
PLAINFIELD                                        8.7500              0.1250      I            3YR              3/6LIBOR DUAL
PHOENIX                                           8.7500              0.1250      I            2YR              2/6LIBOR DUAL
RICHMOND HILL                                     9.4500              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                           7.6500              0.1250      I            3YR              LIBOR 3/6 ARM
PLAINFIELD                                        9.3000             54.1250      I            3YR              3/6LIBOR DUAL
SOUTH ELGIN                                       9.5000              0.1250      I            3YR              3/6LIBOR DUAL
LOS ANGELES                                       9.5000              0.0000      I            2YR              2/6LIBOR DUAL
SAINT CHARLES                                     9.8000              0.1250      I            3YR              3/6LIBOR DUAL
CHICAGO                                          10.4380              0.1250      I            3YR              LIBOR 3/6 ARM
LAKE GENEVA                                      10.0000              0.1250      I            2YR              LIBOR 2/6 ARM
PERRIS                                            8.7500              0.1250      I            2YR              2/6LIBOR DUAL
SACRAMENTO                                        8.2000              0.1250      I            2YR              2/6LIBOR DUAL
IRVINGTON                                         8.3000              0.1250      I            2YR              2/6LIBOR DUAL
ROUND LAKE PARK                                   8.8000              0.1250      I            3YR              3/6LIBOR DUAL
MOUNT PLEASANT                                    8.4500              0.1250      I            2YR              LIBOR 2/6 ARM
HORSESHOE BAY                                     6.8000              0.1250      I            2YR              LIBOR 2/6 ARM IO
MILWAUKEE                                         8.5500              0.1250      I            2YR              LIBOR 2/6 ARM
LAUDERHILL                                        8.8500              0.1250      I            2YR              LIBOR 2/6 ARM
DUBUQUE                                           8.8000              0.1250      I            3YR              LIBOR 3/6 ARM
SAN DIEGO                                         7.8000              0.1250      I            2YR              2/6LIBOR DUAL
STILLWATER                                        7.7500              0.1250      I            2YR              2/6LIBOR DUAL
REDWOOD CITY                                      8.7000              0.1250      I            2YR              2/6LIBOR DUAL
MILWAUKEE                                         8.9500              0.1250      I            2YR              LIBOR 2/6 ARM
DOLTON                                            8.9500              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                           9.5000              0.0000      I            2YR              2/6LIBOR DUAL
MINNEAPOLIS                                       7.9500              0.1250      I            3YR              3/6LIBOR DUAL
PHILADELPHIA                                      8.6500              0.1250      I            2YR              LIBOR 2/6 ARM
SAINT PAUL                                        7.8500              0.1250      I            3YR              3/6LIBOR DUAL
BROOKHAVEN TOWN                                   9.9500              0.1250      I            2YR              2/6LIBOR DUAL
ALLENTOWN                                         7.4250              0.1250      I            3YR              3/6LIBOR DUAL
CHICAGO                                          10.6500              0.1250      I            3YR              LIBOR 3/6 ARM
CHARLOTTE                                         8.8500              0.1250      I            2YR              2/6LIBOR DUAL
HALFMOON                                         11.0250              0.1250      I            3YR              LIBOR 3/6 ARM
HIALEAH                                           8.1500              0.1250      I            3YR              LIBOR 3/6 ARM IO
MEMPHIS                                           6.3500              0.1250      I            2YR              LIBOR 2/6 ARM IO
PARAMOUNT                                         7.0500              0.1250      I            2YR              LIBOR 2/6 ARM IO
HOMESTEAD                                         8.6750              0.1250      I            2YR              LIBOR 2/6 ARM
RIVER FOREST                                     10.0500              0.1250      I            3YR              LIBOR 3/6 ARM
JERSEY CITY                                       6.9900              0.1250      I            3YR              LIBOR 3/6 ARM IO
MORENO VALLEY                                     8.8500              0.1250      I            2YR              LIBOR 2/6 ARM IO
LAKE PARK                                         8.8500              0.1250      I            2YR              LIBOR 2/6 ARM
HIALEAH                                           7.6500              0.1250      I            2YR              2/6LIBOR DUAL
DORAL                                            10.7500              0.1250      I            2YR              LIBOR 2/6 ARM
HOLLYWOOD                                         7.9500              0.1250      I            2YR              2/6LIBOR DUAL
LAGUNA NIGUEL                                     8.7620              0.1250      I            2YR              LIBOR 2/6 ARM
SANTA MARIA                                       8.1000              0.1250      I            2YR              LIBOR 2/6 ARM
CUMBERLAND                                        8.0000              0.1250      I            3YR              3/6LIBOR DUAL
SINKING SPRINGS                                   9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
GENEVA                                           10.0250              0.1250      I            3YR              3/6LIBOR DUAL
DISTRICT HEIGHT                                   7.8500              0.1250      I            2YR              2/6LIBOR DUAL
SAINT CLAIR SHO                                   9.9750              0.1250      I            3YR              LIBOR 3/6 ARM
SIMI VALLEY                                       8.6000              0.1250      I            2YR              LIBOR 2/6 ARM
GARDEN GROVE                                      7.5500              0.1250      I            2YR              2/6LIBOR DUAL
PALMDALE                                         10.2000              0.1250      I            2YR              2/6LIBOR DUAL
PHOENIX                                           7.7500              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             7.9000              0.1250      I            2YR              2/6LIBOR DUAL
BOYNTON BEACH                                     7.3250              0.1250      I            2YR              LIBOR 2/6 ARM
BERLIN                                            7.3500              0.1250      I            3YR              LIBOR 3/6 ARM IO
OCALA                                             8.7000              0.1250      I            2YR              LIBOR 2/6 ARM
PERRIS                                            9.5500              0.1250      I            2YR              2/6LIBOR DUAL
SPOKANE                                           7.7000              0.1250      I            2YR              LIBOR 2/6 ARM
WASHINGTON                                        8.6400              0.1250      I            2YR              2/6LIBOR DUAL
KANSAS CITY                                       0.0000              0.0000      I                             FIXED
CHICAGO                                           8.1750              0.1250      I            3YR              LIBOR 3/6 ARM
NORTH MIAMI BEA                                  10.3000              0.1250      I            2YR              LIBOR 2/6 ARM IO
CHARLOTTE                                         7.7500              0.1250      I            3YR              3/6LIBOR DUAL
MACEDONIA                                         9.4000              0.1250      I            2YR              LIBOR 2/6 ARM
SYLMAR                                            8.2000              0.1250      I            2YR              2/6LIBOR DUAL
TOLLESON                                          9.5500              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             6.1500              0.1250      I            2YR              LIBOR 2/6 ARM IO
LAKELAND                                          8.4000              0.1250      I            3YR              3/6LIBOR DUAL
SHELTON                                           8.4000              0.1250      I            2YR              2/6LIBOR DUAL
LEES SUMMIT                                       9.9000              0.1250      I            2YR              LIBOR 2/6 ARM
TRUCKEE                                           9.4000              0.1250      I            2YR              LIBOR 2/6 ARM IO
LONG BEACH                                        8.8500              0.1250      I            2YR              LIBOR 2/6 ARM
SAN PABLO                                         8.7750              0.1250      I            2YR              2/6LIBOR DUAL
BAKERSFIELD                                       9.6500              0.1250      I            2YR              2/6LIBOR DUAL
CHINO HILLS                                       8.4000              0.1250      I            2YR              LIBOR 2/6 ARM IO
MILWAUKEE                                         0.0000              0.0000      I                             FIXED
PALMDALE                                          7.6000              0.1250      I            2YR              2/6LIBOR DUAL
LOS ANGELES                                       8.0500              0.1250      I            2YR              LIBOR 2/6 ARM IO
DOWNEY                                            8.0500              0.1250      I            3YR              LIBOR 3/6 ARM IO
CASA GRANDE                                       0.0000              0.0000      I                             FIXED
MIAMI                                             8.5000              0.1250      I            3YR              LIBOR 3/6 ARM
CHICAGO                                          10.5250              0.1250      I            2YR              LIBOR 2/6 ARM
BALDWIN                                           7.9900              0.1250      I            3YR              LIBOR 3/6 ARM
TOWNSHIP OF EVE                                   6.9900              0.1250      I            3YR              LIBOR 3/6 ARM
COLORADO SPRING                                  10.3500              0.1250      I            2YR              2/6LIBOR DUAL
OVIEDO                                           10.5000              0.1250      I            2YR              LIBOR 2/6 ARM
RAMONA                                            9.0370              0.1250      I            3YR              3/6LIBOR DUAL
BETHPAGE                                          8.1000              0.1250      I            2YR              2/6LIBOR DUAL
QUEEN CREEK                                       9.1500              0.1250      I            2YR              2/6LIBOR DUAL
INDIANAPOLIS                                     11.6750              0.1250      I            3YR              LIBOR 3/6 ARM
MORENO VALLEY                                     8.7500              0.1250      I            2YR              LIBOR 2/6 ARM IO
CARLSBAD                                          7.8500              0.1250      I            2YR              2/6LIBOR DUAL
CHICAGO                                           9.2500              0.1250      I            2YR              2/6LIBOR DUAL
CHICAGO                                          10.9000              0.1250      I            2YR              LIBOR 2/6 ARM
TOWNSHIP OF BER                                   9.9900              0.1250      I            3YR              3/6LIBOR DUAL
ONTARIO                                           8.7000              0.1250      I            2YR              2/6LIBOR DUAL
LOS ANGELES                                       8.9900              0.1250      I            2YR              2/6LIBOR DUAL
ONTARIO                                           7.0500              0.1250      I            2YR              LIBOR 2/6 ARM IO
CLOVIS                                           10.4500              0.1250      I            2YR              2/6LIBOR DUAL
COMPTON                                           9.1500              0.1250      I            2YR              LIBOR 2/6 ARM
FRESNO                                            8.0000              0.1250      I            2YR              LIBOR 2/6 ARM
SAN JACINTO                                       8.2500              0.1250      I            2YR              2/6LIBOR DUAL
DAYTONA BEACH                                     7.9500              0.1250      I            2YR              LIBOR 2/6 ARM IO
NORWALK                                           7.7500              0.1250      I            2YR              2/6LIBOR DUAL
LEHIGH ACRES                                      7.1500              0.1250      I            2YR              2/6LIBOR DUAL
MORENO VALLEY                                     8.2500              0.1250      I            2YR              LIBOR 2/6 ARM IO
OLYMPIA                                           6.7500              0.1250      I            2YR              LIBOR 2/6 ARM
APOPKA                                            9.6500              0.1250      I            2YR              LIBOR 2/6 ARM
WEST COVINA                                       7.2500              0.1250      I            2YR              2/6LIBOR DUAL
TWO HARBORS                                       8.9500              0.1250      I            2YR              LIBOR 2/6 ARM
TWNSHP OF DOVER                                   9.9900              0.1250      I            2YR              2/6LIBOR DUAL
NEW HAVEN                                        10.8500              0.1250      I            2YR              LIBOR 2/6 ARM
SPRING                                            9.3000              0.1250      I            2YR              2/6LIBOR DUAL
LA HABRA                                          7.8500              0.1250      I            2YR              LIBOR 2/6 ARM
MASTIC BEACH                                      9.1500              0.1250      I            3YR              3/6LIBOR DUAL
FOSTORIA                                          0.0000              0.0000      I                             FIXED
ADDISON                                           8.2000              0.1250      I            3YR              LIBOR 3/6 ARM
PORT SAINT LUCI                                   9.7500              0.1250      I            2YR              LIBOR 2/6 ARM
PEEKSKILL                                         7.7500              0.1250      I            3YR              3/6LIBOR DUAL
MESA                                             10.1000              0.1250      I            2YR              LIBOR 2/6 ARM IO
SAN BERNARDINO                                    9.8000              0.1250      I            2YR              2/6LIBOR DUAL
MELROSE PARK                                      7.8750              0.1250      I            3YR              LIBOR 3/6 ARM
FREEPORT                                          8.9900              0.1250      I            3YR              3/6LIBOR DUAL
ROSEDALE                                          7.4500              0.1250      I            2YR              2/6LIBOR DUAL
DELANO                                            9.9900              0.1250      I            2YR              LIBOR 2/6 ARM IO
OMAHA                                             9.4000              0.1250      I            2YR              LIBOR 2/6 ARM
VALLEJO                                           8.0500              0.1250      I            2YR              2/6LIBOR DUAL
CONCORD                                           8.8000              0.1250      I            3YR              3/6LIBOR DUAL
WHITTIER                                          6.9500              0.1250      I            2YR              2/6LIBOR DUAL
FULLERTON                                         8.3000              0.1250      I            2YR              2/6LIBOR DUAL
TAMPA                                             9.2500              0.1250      I            2YR              LIBOR 2/6 ARM IO
ANAHEIM                                           8.8000              0.1250      I            2YR              2/6LIBOR DUAL
WILDWOOD                                          7.4000              0.1250      I            3YR              3/6LIBOR DUAL
LOS ANGELES                                       7.4000              0.1250      I            3YR              LIBOR 3/6 ARM IO
CATHEDRAL CITY                                    7.3000              0.1250      I            3YR              LIBOR 3/6 ARM IO
VALLEY STREAM                                     8.2000              0.1250      I            3YR              LIBOR 3/6 ARM
TRACY                                            10.1000              0.1250      I            2YR              2/6LIBOR DUAL
BRONX                                            10.4000              0.1250      I            2YR              2/6LIBOR DUAL
MASSAPEQUA                                        8.2500              0.1250      I            2YR              LIBOR 2/6 ARM IO
FORT WASHINGTON                                   8.3500              0.1250      I            3YR              3/6LIBOR DUAL
BRONX                                             8.5500              0.1250      I            3YR              3/6LIBOR DUAL
YORKVILLE                                         8.3500              0.1250      I            2YR              LIBOR 2/6 ARM
MIAMI                                             7.9000              0.1250      I            2YR              LIBOR 2/6 ARM
CEDAR RAPIDS                                      0.0000              0.0000      I                             FIXED
GARY                                             10.0500              0.1250      I            2YR              LIBOR 2/6 ARM
WHEATLEY HEIGHT                                   7.2000              0.1250      I            3YR              3/6LIBOR DUAL
CHICAGO                                           8.5500              0.1250      I            3YR              LIBOR 3/6 ARM
WINDSOR                                           6.5250              0.1250      I            2YR              2/6LIBOR DUAL
MANTECA                                           7.3500              0.1250      I            2YR              2/6LIBOR DUAL
RIVERSIDE                                         0.0000              0.0000      I                             FIXED IO
VICTORVILLE                                      10.3500              0.1250      I            2YR              LIBOR 2/6 ARM IO
PORT HUENEME                                      7.3500              0.1250      I            2YR              2/6LIBOR DUAL
RISING SUN                                        6.0000              0.1250      I            2YR              LIBOR 2/6 ARM IO
ANTIOCH                                           8.5000              0.1250      I            2YR              LIBOR 2/6 ARM IO
PERRIS                                            9.8000              0.1250      I            2YR              LIBOR 2/6 ARM
BALTIMORE                                         0.0000              0.0000      I                             FIXED DUAL
FORT MYERS                                        0.0000              0.0000      I                             FIXED DUAL



CITY1                                       PREPAY           LIEN                 BALLOON           AMORT_           IO_FLAG
                                                                                                    TERM1
--------------------------------------------------------------------------------------------------------------------------------
WEST HAVEN                                  2Y PP            First Lien           No                        480      NO
PHILADELPHIA                                3Y PP            First Lien           No                        360      YES
HOUSTON                                     2Y PP            First Lien           No                        360      NO
AMERICAN CANYON                             3Y PP            First Lien           No                        480      NO
COLUMBIA                                    No PP            First Lien           No                        360      NO
COCOA                                       2Y PP            First Lien           No                        480      NO
COCOA                                       2Y PP            First Lien           No                        480      NO
CLINTON                                     No PP            First Lien           No                        480      NO
PEMBROKE PINES                              3Y PP            First Lien           No                        360      YES
PHOENIX                                     2Y PP            First Lien           No                        360      NO
MISSION VIEJO                               2Y PP            First Lien           No                        480      NO
SAINT LOUIS                                 2Y PP            First Lien           No                        360      NO
NORTH PORT                                  2Y PP            First Lien           No                        480      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
LEHIGH ACRES                                2Y PP            First Lien           No                        360      NO
MIAMI                                       1Y PP            First Lien           No                        360      NO
MADISON                                     2Y PP            First Lien           No                        360      NO
LAWNDALE                                    2Y PP            First Lien           No                        360      NO
HIGHLAND                                    No PP            First Lien           No                        360      NO
LOS ANGELES                                 3Y PP            First Lien           No                        360      YES
HILLSBOROUGH                                No PP            First Lien           No                        480      NO
MIDDLETOWN                                  2Y PP            First Lien           No                        360      NO
NEW ORLEANS                                 2Y PP            First Lien           No                        360      NO
BELLFLOWER                                  3Y PP            First Lien           No                        480      NO
CRANSTON                                    1Y PP            First Lien           No                        480      NO
HESPERIA                                    No PP            First Lien           No                        480      NO
FONTANA                                     2Y PP            First Lien           No                        360      NO
PHILADELPHIA                                2Y PP            First Lien           No                        480      NO
CORAM                                       No PP            First Lien           No                        360      NO
HOMEWOOD                                    No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
MILWAUKEE                                   No PP            First Lien           No                        360      NO
POMPANO BEACH                               No PP            First Lien           No                        360      NO
HOWELL                                      No PP            First Lien           No                        360      NO
STOCKTON                                    1Y PP            First Lien           No                        480      NO
PORT HUENEME                                2Y PP            First Lien           No                        480      NO
NEW YORK                                    No PP            First Lien           No                        360      NO
BRANDON                                     No PP            First Lien           No                        480      NO
AURORA                                      No PP            First Lien           No                        360      NO
PALMDALE                                    2Y PP            First Lien           No                        360      NO
LOS ANGELES                                 No PP            First Lien           No                        480      NO
HOWELL TOWNSHIP                             No PP            First Lien           No                        360      NO
SOUTH GATE                                  2Y PP            First Lien           No                        360      YES
QUAKERTOWN                                  No PP            First Lien           No                        360      NO
WESTMINSTER                                 3Y PP            First Lien           No                        360      NO
RAMONA                                      2Y PP            First Lien           No                        480      NO
SPRING                                      2Y PP            First Lien           No                        360      NO
ESCONDIDO                                   2Y PP            First Lien           No                        480      NO
DALY CITY                                   2Y PP            First Lien           No                        480      NO
MORRIS                                      No PP            First Lien           No                        360      NO
SCRANTON                                    3Y PP            First Lien           No                        360      NO
CORONA                                      1Y PP            First Lien           No                        360      NO
HIALEAH                                     2Y PP            First Lien           No                        480      NO
WOODLAND                                    2Y PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
FAIRFIELD                                   No PP            First Lien           No                        480      NO
DESERT HOT SPRI                             3Y PP            First Lien           No                        480      NO
CORONA                                      1Y PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        360      YES
CARSON                                      2Y PP            First Lien           No                        480      NO
UPPER DARBY TOW                             3Y PP            First Lien           No                        360      NO
SAINT JOSEPH                                2Y PP            First Lien           No                        360      NO
MIAMI                                       2Y PP            First Lien           No                        360      YES
PEEKSKILL                                   No PP            First Lien           No                        480      NO
SHAWNEE                                     No PP            First Lien           No                        360      NO
SEQUIM                                      No PP            First Lien           No                        360      NO
RIVERSIDE                                   1Y PP            First Lien           No                        480      NO
CHANDLER                                    No PP            First Lien           No                        360      NO
CORONA                                      2Y PP            First Lien           No                        480      NO
SCOTCH PLAINS T                             No PP            First Lien           No                        480      NO
WEST CHICAGO                                No PP            First Lien           No                        480      NO
SUMMERSET                                   2Y PP            First Lien           No                        480      NO
CENTENNIAL                                  2Y PP            First Lien           No                        360      YES
SOUTH BEND                                  2Y PP            First Lien           No                        360      NO
SAINT LOUIS                                 2Y PP            First Lien           No                        360      NO
JACKSONVILLE                                2Y PP            First Lien           No                        480      NO
STATEN ISLAND                               No PP            First Lien           No                        480      NO
WEST COVINA                                 No PP            First Lien           No                        360      YES
PHILADELPHIA                                3Y PP            First Lien           No                        360      NO
NAPLES                                      No PP            First Lien           No                        360      YES
HOUSTON                                     2Y PP            First Lien           No                        360      NO
MODESTO                                     No PP            First Lien           No                        360      NO
NAPLES                                      2Y PP            First Lien           No                        480      NO
GAITHERSBURG                                No PP            First Lien           No                        360      YES
LOS ANGELES                                 2Y PP            First Lien           No                        360      YES
HAMMOND                                     2Y PP            First Lien           No                        360      NO
MISSOURI CITY                               3Y PP            First Lien           No                        360      NO
ORLANDO                                     2Y PP            First Lien           No                        360      NO
QUEEN CREEK                                 2Y PP            First Lien           No                        360      NO
PALMDALE                                    2Y PP            First Lien           No                        480      NO
RANCHO SANTA MA                             2Y PP            First Lien           No                        360      NO
MORENO VALLEY                               2Y PP            First Lien           No                        480      NO
WILLIAMSPORT                                2Y PP            First Lien           No                        360      NO
MIAMI                                       2Y PP            First Lien           No                        480      NO
WEST HEMPSTEAD                              No PP            First Lien           No                        360      YES
SANTA ROSA                                  No PP            First Lien           No                        480      NO
MIAMI                                       3Y PP            First Lien           No                        360      YES
UNIONDALE                                   No PP            First Lien           No                        480      NO
TUSCALOOSA                                  No PP            First Lien           No                        360      NO
SAYVILLE                                    No PP            First Lien           No                        360      NO
INDIANAPOLIS                                No PP            First Lien           No                        360      YES
CARMEL                                      No PP            First Lien           No                        480      NO
LONGVIEW                                    2Y PP            First Lien           No                        360      NO
MIAMI                                       2Y PP            First Lien           No                        360      NO
AMERICAN CANYON                             No PP            First Lien           No                        480      NO
SIMI VALLEY                                 No PP            First Lien           No                        360      YES
DALLASTOWN                                  3Y PP            First Lien           No                        360      NO
HONOLULU                                    No PP            First Lien           No                        480      NO
RESERVE                                     2Y PP            First Lien           No                        360      NO
COLUMBUS                                    2Y PP            First Lien           No                        360      NO
CAROL STREAM                                No PP            First Lien           No                        480      NO
DENHAM SPRINGS                              2Y PP            First Lien           No                        360      NO
TUCSON                                      No PP            First Lien           No                        480      NO
NINEVEH                                     3Y PP            First Lien           No                        360      NO
PASADENA                                    2Y PP            First Lien           No                        360      NO
BRONX                                       No PP            First Lien           No                        480      NO
MIRAMAR                                     3Y PP            First Lien           No                        360      NO
MOUNT PROSPECT                              No PP            First Lien           No                        480      NO
YONKERS                                     No PP            First Lien           No                        360      NO
SUNRISE                                     2Y PP            First Lien           No                        360      NO
NEWBURGH                                    No PP            First Lien           No                        480      NO
BETHEL PARK                                 1Y PP            First Lien           No                        360      NO
STOCKTON                                    2Y PP            First Lien           No                        480      NO
KISSIMMEE                                   2Y PP            First Lien           No                        480      NO
MILWAUKEE                                   No PP            First Lien           No                        360      NO
PALMDALE                                    2Y PP            First Lien           No                        360      YES
TEMPLE CITY                                 1Y PP            First Lien           No                        480      NO
RIVER VALE                                  No PP            First Lien           No                        480      NO
WEST MILFORD                                No PP            First Lien           No                        480      NO
GARNER                                      2Y PP            First Lien           No                        480      NO
CORONA                                      2Y PP            First Lien           No                        360      YES
PHOENIX                                     1Y PP            First Lien           No                        360      YES
WATERBURY                                   3Y PP            First Lien           No                        480      NO
BAKERSFIELD                                 No PP            First Lien           No                        480      NO
DESERT HOT SPRI                             3Y PP            First Lien           No                        360      NO
DAYTONA BEACH                               2Y PP            First Lien           No                        360      NO
PHOENIX                                     2Y PP            First Lien           No                        480      NO
HAYTI                                       3Y PP            First Lien           No                        360      NO
FORT MYERS                                  2Y PP            First Lien           No                        480      NO
ANCHORAGE                                   No PP            First Lien           No                        360      NO
BURNS                                       3Y PP            First Lien           No                        360      NO
HOLLIS                                      No PP            First Lien           No                        480      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
BROOKLYN                                    No PP            First Lien           No                        480      NO
SANTA ROSA                                  No PP            First Lien           No                        480      NO
LITTLETON                                   No PP            First Lien           No                        360      YES
BINGHAMTON                                  No PP            First Lien           No                        360      NO
BELLMORE                                    1Y PP            First Lien           No                        360      YES
LAS VEGAS                                   2Y PP            First Lien           No                        360      YES
WEST CHICAGO                                No PP            First Lien           No                        360      NO
JEFFERSON CITY                              3Y PP            First Lien           No                        360      NO
GOODYEAR                                    2Y PP            First Lien           No                        480      NO
TAMPA                                       2Y PP            First Lien           No                        360      NO
BIRMINGHAM                                  No PP            First Lien           No                        360      NO
MASSAPEQUA                                  No PP            First Lien           No                        480      NO
AUBURNDALE                                  2Y PP            First Lien           No                        360      NO
BROOKLYN                                    No PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        360      YES
MILWAUKEE                                   No PP            First Lien           No                        360      NO
JAMAICA                                     No PP            First Lien           No                        360      NO
NEW CANEY                                   2Y PP            First Lien           No                        480      NO
HIGHLAND                                    1Y PP            First Lien           No                        360      NO
MANGUM                                      2Y PP            First Lien           No                        360      NO
SAN JOSE                                    2Y PP            First Lien           No                        480      NO
OAKLAND                                     2Y PP            First Lien           No                        480      NO
FLEMINGTON                                  No PP            First Lien           No                        480      NO
ROSEDALE                                    No PP            First Lien           No                        480      NO
TWP OF VOORHEES                             No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
DEPTFORD TWP.                               No PP            First Lien           No                        360      NO
SALT LAKE CITY                              3Y PP            First Lien           No                        360      NO
COLUMBIA                                    No PP            First Lien           No                        360      YES
AVONDALE                                    2Y PP            First Lien           No                        360      NO
RIVERSIDE                                   2Y PP            First Lien           No                        360      YES
COCOA BEACH                                 2Y PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
ATLANTIC HIGHLA                             No PP            First Lien           No                        360      YES
DERIDDER                                    2Y PP            First Lien           No                        360      NO
OREM                                        1Y PP            First Lien           No                        360      NO
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
ALLIANCE                                    No PP            First Lien           No                        180      NO
KURTISTOWN                                  2Y PP            First Lien           No                        360      YES
RIVERSIDE                                   2Y PP            First Lien           No                        360      NO
WESTMINSTER                                 No PP            First Lien           No                        480      NO
LONG BEACH                                  2Y PP            First Lien           No                        480      NO
RIVER VALE                                  No PP            First Lien           No                        360      YES
LAS CRUCES                                  No PP            First Lien           No                        360      NO
MANHASSET                                   No PP            First Lien           No                        480      NO
TUCSON                                      2Y PP            First Lien           No                        480      NO
REDONDO BEACH                               2Y PP            First Lien           No                        480      NO
HAM LAKE                                    3Y PP            First Lien           No                        480      NO
STATEN ISLAND                               No PP            First Lien           No                        480      NO
FONTANA                                     2Y PP            First Lien           No                        360      YES
SCOTTSDALE                                  No PP            First Lien           No                        480      NO
CHAMPLIN                                    2Y PP            First Lien           No                        360      YES
DEWEY                                       2Y PP            First Lien           No                        360      NO
WILLOWBROOK                                 No PP            First Lien           No                        360      YES
SPRINGFIELD                                 3Y PP            First Lien           No                        360      NO
HOUSTON                                     2Y PP            First Lien           No                        360      NO
LOS ANGELES                                 2Y PP            First Lien           No                        360      YES
GLENDALE HEIGHT                             No PP            First Lien           No                        360      NO
RICHLAND                                    2Y PP            First Lien           No                        360      YES
RIALTO                                      2Y PP            First Lien           No                        360      YES
LAKE FOREST                                 No PP            First Lien           No                        360      NO
ARLINGTON HEIGH                             No PP            First Lien           No                        360      NO
PHOENIX                                     1Y PP            First Lien           No                        480      NO
TOWNSHIP OF GAL                             No PP            First Lien           No                        480      NO
DAYTONA BEACH                               2Y PP            First Lien           No                        480      NO
AKRON                                       2Y PP            First Lien           No                        360      NO
FONTANA                                     2Y PP            First Lien           No                        480      NO
MESA                                        2Y PP            First Lien           No                        480      NO
MOUNT SINAI                                 No PP            First Lien           No                        360      YES
HARVEY                                      No PP            First Lien           No                        360      NO
CLEVELAND                                   2Y PP            First Lien           No                        360      NO
ONTARIO                                     3Y PP            First Lien           No                        480      NO
CHAMPAIGN                                   No PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
JAMAICA                                     No PP            First Lien           No                        360      NO
NILES                                       No PP            First Lien           No                        480      NO
WASHINGTON                                  2Y PP            First Lien           No                        480      NO
LAS VEGAS                                   2Y PP            First Lien           No                        360      YES
MILWAUKEE                                   No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
FEDERAL WAY                                 2Y PP            First Lien           No                        360      YES
CHICAGO                                     No PP            First Lien           No                        480      NO
COLTON                                      2Y PP            First Lien           No                        480      NO
MESA                                        2Y PP            First Lien           No                        360      NO
KISSIMMEE                                   2Y PP            First Lien           No                        360      NO
ENGLEWOOD                                   No PP            First Lien           No                        360      YES
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
MIDLOTHIAN                                  No PP            First Lien           No                        360      NO
OLD GREENWICH                               No PP            First Lien           No                        360      NO
SUTTER                                      2Y PP            First Lien           No                        480      NO
QUEENS                                      No PP            First Lien           No                        480      NO
BAY SHORE                                   No PP            First Lien           No                        360      NO
MAYWOOD                                     2Y PP            First Lien           No                        480      NO
BALTIMORE                                   No PP            First Lien           No                        360      NO
NAPERVILLE                                  No PP            First Lien           No                        360      YES
PENNGROVE                                   2Y PP            First Lien           No                        480      NO
DALLAS                                      1Y PP            First Lien           No                        360      NO
MADERA                                      2Y PP            First Lien           No                        480      NO
LOWELL                                      2Y PP            First Lien           No                        480      NO
MIAMI                                       2Y PP            First Lien           No                        360      NO
HIALEAH                                     3Y PP            First Lien           No                        360      YES
CHINO HILLS                                 2Y PP            First Lien           No                        360      YES
DE SOTO                                     No PP            First Lien           No                        360      NO
NAPERVILLE                                  No PP            First Lien           No                        360      YES
BAKERSFIELD                                 2Y PP            First Lien           No                        480      NO
PALM BAY                                    2Y PP            First Lien           No                        480      NO
CORNING                                     1Y PP            First Lien           No                        240      NO
YUMA                                        2Y PP            First Lien           No                        480      NO
MODESTO                                     2Y PP            First Lien           No                        360      NO
MARYSVILLE                                  2Y PP            First Lien           No                        360      NO
RIVERSIDE                                   2Y PP            First Lien           No                        360      NO
SCHAUMBURG                                  No PP            First Lien           No                        480      NO
ELMONT                                      No PP            First Lien           No                        480      NO
PALMDALE                                    2Y PP            First Lien           No                        360      YES
TAMPA                                       2Y PP            First Lien           No                        360      NO
ROCKWOOD                                    3Y PP            First Lien           No                        360      NO
JACKSON TOWNSHI                             No PP            First Lien           No                        360      NO
MORENO VALLEY                               2Y PP            First Lien           No                        360      YES
ALABASTER                                   No PP            First Lien           No                        360      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
RICHMOND                                    2Y PP            First Lien           No                        480      NO
LAS VEGAS                                   1Y PP            First Lien           No                        480      NO
YUCAIPA                                     2Y PP            First Lien           No                        480      NO
ELGIN                                       No PP            First Lien           No                        360      NO
PALMDALE                                    2Y PP            First Lien           No                        480      NO
CLEVELAND                                   No PP            First Lien           No                        360      NO
SARTELL                                     3Y PP            First Lien           No                        480      NO
COLUMBIA                                    No PP            First Lien           No                        360      NO
LITTLE EGG HARBOR                           No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
RIO RANCHO                                  No PP            First Lien           No                        360      NO
ELGIN                                       No PP            First Lien           No                        480      NO
LOCKPORT                                    No PP            First Lien           No                        360      NO
MIAMI                                       3Y PP            First Lien           No                        360      YES
TUCSON                                      3Y PP            First Lien           No                        360      NO
BIRMINGHAM                                  No PP            First Lien           No                        360      NO
SOMERVILLE                                  No PP            First Lien           No                        360      NO
CHIEFLAND                                   3Y PP            First Lien           No                        360      NO
KANSAS CITY                                 No PP            First Lien           No                        360      NO
CREST HILL                                  No PP            First Lien           No                        480      NO
OSHKOSH                                     No PP            First Lien           No                        360      NO
MILFORD                                     2Y PP            First Lien           No                        360      NO
HOT SPRINGS NAT                             3Y PP            First Lien           No                        360      NO
PALMYRA                                     No PP            First Lien           No                        360      NO
ST LOUIS PARK                               3Y PP            First Lien           No                        360      NO
WILLIAMSTOWN                                No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
BOISE                                       3Y PP            First Lien           No                        360      NO
LAS VEGAS                                   3Y PP            First Lien           No                        360      NO
ABERDEEN                                    3Y PP            First Lien           No                        360      NO
NORTH LAS VEGAS                             3Y PP            First Lien           No                        360      YES
MONTGOMERY                                  No PP            First Lien           No                        360      NO
OPA LOCKA                                   2Y PP            First Lien           No                        480      NO
SIOUX FALLS                                 No PP            First Lien           No                        360      NO
BALTIMORE                                   No PP            First Lien           No                        360      NO
KINGSLAND                                   No PP            First Lien           No                        360      YES
FORT WAYNE                                  3Y PP            First Lien           No                        360      YES
ANKENY                                      No PP            First Lien           No                        360      NO
CLAREMONT                                   3Y PP            First Lien           No                        360      NO
MONTGOMERY                                  No PP            First Lien           No                        360      NO
BEAUMONT                                    3Y PP            First Lien           No                        360      NO
OCALA                                       3Y PP            First Lien           No                        360      NO
GARDEN CITY                                 3Y PP            First Lien           No                        360      NO
OVERLAND PARK                               No PP            First Lien           No                        360      NO
LAKEFIELD                                   1Y PP            First Lien           No                        360      NO
KENOSHA                                     3Y PP            First Lien           No                        360      NO
PHOENIX                                     3Y PP            First Lien           No                        360      YES
LOS ANGELES                                 3Y PP            First Lien           No                        360      NO
DENHAM SPRINGS                              2Y PP            First Lien           No                        360      NO
MIAMI BEACH                                 2Y PP            First Lien           No                        360      NO
MIAMI                                       1Y PP            First Lien           No                        480      NO
HILBERT                                     No PP            First Lien           No                        360      NO
WEST MILFORD TOWNSHI                        No PP            First Lien           No                        480      NO
HOUSTON                                     2Y PP            First Lien           No                        360      NO
PLANTATION                                  2Y PP            First Lien           No                        480      NO
BOROUGH OF BROO                             No PP            First Lien           No                        360      NO
OLD LYME                                    2Y PP            First Lien           No                        480      NO
SALT LAKE CITY                              2Y PP            First Lien           No                        480      NO
NEWBURGH                                    No PP            First Lien           No                        480      NO
BRONX                                       No PP            First Lien           No                        480      NO
STREETSBORO                                 3Y PP            First Lien           No                        360      NO
MOREHEAD CITY                               1Y PP            First Lien           No                        360      NO
COUNCIL BLUFFS                              No PP            First Lien           No                        360      NO
HYATTSVILLE                                 No PP            First Lien           No                        360      NO
LAKE WALES                                  2Y PP            First Lien           No                        360      NO
VERO BEACH                                  3Y PP            First Lien           No                        480      NO
MILWAUKEE                                   No PP            First Lien           No                        480      NO
SUN PRAIRIE                                 No PP            First Lien           No                        360      NO
MILWAUKEE                                   No PP            First Lien           No                        360      NO
LAKE MARY                                   2Y PP            First Lien           No                        360      NO
ELKTON                                      No PP            First Lien           No                        360      YES
EAST PROVIDENCE                             1Y PP            First Lien           No                        480      NO
HOUSTON                                     3Y PP            First Lien           No                        360      NO
RIALTO                                      2Y PP            First Lien           No                        480      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
COVINGTON                                   2Y PP            First Lien           No                        480      NO
FRANKLIN PARK                               No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
CLIFTON                                     No PP            First Lien           No                        360      YES
CHICAGO                                     No PP            First Lien           No                        480      NO
PUNTA GORDA                                 1Y PP            First Lien           No                        360      NO
ELM GROVE                                   No PP            First Lien           No                        360      NO
NEW LENOX                                   No PP            First Lien           No                        360      YES
GREENSBURG                                  2Y PP            First Lien           No                        360      NO
HERCULES                                    2Y PP            First Lien           No                        360      YES
LEAD                                        3Y PP            First Lien           No                        360      NO
TAMPA                                       2Y PP            First Lien           No                        480      NO
SUITLAND                                    No PP            First Lien           No                        480      NO
STATEN ISLAND                               No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
BELLPORT                                    No PP            First Lien           No                        360      NO
POINT PLEASANT                              No PP            First Lien           No                        360      YES
BLOOMFIELD                                  No PP            First Lien           No                        360      YES
TEANECK                                     No PP            First Lien           No                        480      NO
CEDAR RAPIDS                                No PP            First Lien           No                        360      NO
CHITTENANGO                                 1Y PP            First Lien           No                        360      NO
WEST DES MOINES                             No PP            First Lien           No                        480      NO
CHANDLER                                    No PP            First Lien           No                        480      NO
SOUTH HOLLAND                               No PP            First Lien           No                        480      NO
JEANERETTE                                  2Y PP            First Lien           No                        360      NO
COLUMBIA                                    No PP            First Lien           No                        480      NO
CAMDEN                                      No PP            First Lien           No                        360      NO
LAS VEGAS                                   2Y PP            First Lien           No                        480      NO
NEWARK                                      No PP            First Lien           No                        480      NO
ELMONT                                      No PP            First Lien           No                        480      NO
LAS VEGAS                                   No PP            First Lien           No                        360      NO
AURORA                                      No PP            First Lien           No                        360      NO
RICHMOND                                    2Y PP            First Lien           No                        360      YES
CHICAGO                                     No PP            First Lien           No                        360      NO
JEANNETTE                                   2Y PP            First Lien           No                        480      NO
CALUMET CITY                                No PP            First Lien           No                        480      NO
PALATINE                                    No PP            First Lien           No                        360      NO
LAS VEGAS                                   No PP            First Lien           No                        360      NO
LAS VEGAS                                   No PP            First Lien           No                        360      NO
WEST VALLEY CIT                             2Y PP            First Lien           No                        360      NO
NESCONSET                                   No PP            First Lien           No                        360      NO
BRANDON                                     No PP            First Lien           No                        480      NO
STANHOPE                                    No PP            First Lien           No                        480      NO
CINCINNATI                                  3Y PP            First Lien           No                        360      NO
HOLLYWOOD                                   3Y PP            First Lien           No                        360      NO
PEQUOT LAKES                                3Y PP            First Lien           No                        360      NO
SWANTON                                     No PP            First Lien           No                        360      NO
CLINTON                                     No PP            First Lien           No                        360      NO
CASCADE                                     No PP            First Lien           No                        360      NO
RAEFORD                                     No PP            First Lien           No                        360      NO
PUTNAM                                      3Y PP            First Lien           No                        360      NO
LOS ANGELES                                 3Y PP            First Lien           No                        360      NO
DURANGO                                     No PP            First Lien           No                        360      NO
LIVERMORE                                   3Y PP            First Lien           No                        360      NO
PHILADELPHIA                                3Y PP            First Lien           No                        360      NO
CULLMAN                                     No PP            First Lien           No                        360      NO
LANSING                                     3Y PP            First Lien           No                        360      NO
CRIVITZ                                     3Y PP            First Lien           No                        360      NO
HYATTSVILLE                                 No PP            First Lien           No                        360      NO
LEHIGH ACRES                                3Y PP            First Lien           No                        300      NO
RANTOUL                                     No PP            First Lien           No                        360      YES
NEWBURGH                                    No PP            First Lien           No                        360      NO
MARLTON                                     No PP            First Lien           No                        360      NO
LANCASTER                                   No PP            First Lien           No                        360      YES
BELMONT                                     3Y PP            First Lien           No                        360      NO
POST FALLS                                  3Y PP            First Lien           No                        360      NO
WATERLOO                                    No PP            First Lien           No                        360      NO
HARVEY                                      No PP            First Lien           No                        360      NO
BLOOMINGTON                                 2Y PP            First Lien           No                        360      NO
NORTH FORT MYER                             No PP            First Lien           No                        360      NO
SAFETY HARBOR                               3Y PP            First Lien           No                        360      NO
YAKIMA                                      No PP            First Lien           No                        360      NO
ALBUQUERQUE                                 No PP            First Lien           No                        360      NO
LAKE VILLA                                  No PP            First Lien           No                        360      NO
BRIGHTON                                    3Y PP            First Lien           No                        360      YES
MILWAUKEE                                   No PP            First Lien           No                        360      NO
MIAMI                                       2Y PP            First Lien           No                        480      NO
ROCHESTER                                   No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
TEMPE                                       1Y PP            First Lien           No                        360      YES
CHANDLER                                    2Y PP            First Lien           No                        480      NO
MONTICELLO                                  2Y PP            First Lien           No                        480      NO
HARRISBURG                                  2Y PP            First Lien           No                        360      NO
COLDWATER                                   3Y PP            First Lien           No                        360      NO
SANTA CLARITA                               No PP            First Lien           No                        480      NO
REVERE                                      No PP            First Lien           No                        480      NO
CRYSTAL LAKE                                No PP            First Lien           No                        480      NO
MIAMI                                       No PP            First Lien           No                        360      YES
WONDER LAKE                                 No PP            First Lien           No                        360      YES
MUSTANG                                     2Y PP            First Lien           No                        360      NO
EASTLAKE                                    3Y PP            First Lien           No                        360      NO
LOS ANGELES                                 2Y PP            First Lien           No                        360      NO
MILWAUKEE                                   3Y PP            First Lien           No                        360      NO
TULARE                                      2Y PP            First Lien           No                        360      YES
GRAND RAPIDS                                3Y PP            First Lien           No                        360      NO
RICE LAKE                                   No PP            First Lien           No                        360      NO
LAVEEN                                      No PP            First Lien           No                        360      YES
MONTGOMERY VILL                             No PP            First Lien           No                        360      YES
CARVER                                      No PP            First Lien           No                        480      NO
NORTH MANKATO                               2Y PP            First Lien           No                        360      NO
WAUKESHA                                    No PP            First Lien           No                        360      NO
WOODSTOCK                                   No PP            First Lien           No                        360      NO
BOWIE                                       No PP            First Lien           No                        480      NO
PHILADELPHIA                                2Y PP            First Lien           No                        480      NO
MESA                                        2Y PP            First Lien           No                        360      YES
DOLTON                                      No PP            First Lien           No                        360      NO
LOWELL                                      2Y PP            First Lien           No                        480      NO
PEORIA                                      No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      YES
CHICAGO                                     No PP            First Lien           No                        360      NO
LADSON                                      No PP            First Lien           No                        360      NO
HALEDON                                     No PP            First Lien           No                        360      YES
PHOENIX                                     2Y PP            First Lien           No                        480      NO
ABERDEEN                                    No PP            First Lien           No                        360      NO
STREAMWOOD                                  No PP            First Lien           No                        360      NO
MANITOWOC                                   No PP            First Lien           No                        360      NO
LINDON                                      1Y PP            First Lien           No                        480      NO
HEYWORTH                                    No PP            First Lien           No                        360      NO
BRIDGEVIEW                                  No PP            First Lien           No                        480      NO
ROUND LAKE                                  No PP            First Lien           No                        480      NO
MENASHA                                     3Y PP            First Lien           No                        360      NO
DENVER                                      1Y PP            First Lien           No                        480      NO
WAIPAHU                                     3Y PP            First Lien           No                        360      NO
QUEEN CREEK                                 2Y PP            First Lien           No                        480      NO
FORT WORTH                                  1Y PP            First Lien           No                        360      NO
HOLLYWOOD                                   2Y PP            First Lien           No                        360      NO
VICTORVILLE                                 2Y PP            First Lien           No                        480      NO
ALTAMONTE SPRIN                             3Y PP            First Lien           No                        360      YES
GIBSONTON                                   3Y PP            First Lien           No                        480      NO
PEORIA                                      2Y PP            First Lien           No                        480      NO
TACOMA                                      3Y PP            First Lien           No                        480      NO
LAS VEGAS                                   No PP            First Lien           No                        480      NO
BENSENVILLE                                 No PP            First Lien           No                        360      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
MIAMI                                       3Y PP            First Lien           No                        360      NO
GERMANTOWN                                  No PP            First Lien           No                        480      NO
CHANDLER                                    2Y PP            First Lien           No                        360      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
SPARKS                                      2Y PP            First Lien           No                        360      YES
LEHIGH ACRES                                2Y PP            First Lien           No                        360      NO
JAMAICA                                     No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
HESPERIA                                    No PP            First Lien           No                        360      YES
ELMONT                                      1Y PP            First Lien           No                        360      NO
BOYNTON BEACH                               2Y PP            First Lien           No                        480      NO
SWEET HOME                                  2Y PP            First Lien           No                        480      NO
STOUGHTON                                   No PP            First Lien           No                        360      NO
PHOENIX                                     2Y PP            First Lien           No                        360      NO
CASTAIC                                     2Y PP            First Lien           No                        480      NO
YORK                                        3Y PP            First Lien           No                        360      YES
WEST ORANGE                                 No PP            First Lien           No                        480      NO
ROBBINSDALE                                 2Y PP            First Lien           No                        360      NO
PITTSBURGH                                  2Y PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
SANTA FE                                    No PP            First Lien           No                        360      YES
WORCESTER                                   No PP            First Lien           No                        360      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
PHILADELPHIA                                2Y PP            First Lien           No                        480      NO
BALTIMORE                                   No PP            First Lien           No                        480      NO
LAUDERHILL                                  1Y PP            First Lien           No                        480      NO
ORANGEBURG                                  No PP            First Lien           No                        360      NO
HOMESTEAD                                   2Y PP            First Lien           No                        480      NO
PHILADELPHIA                                3Y PP            First Lien           No                        360      NO
BELVIDERE                                   No PP            First Lien           No                        360      NO
SARASOTA                                    2Y PP            First Lien           No                        480      NO
TUCKERTON                                   No PP            First Lien           No                        360      NO
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
APPLE VALLEY                                2Y PP            First Lien           No                        360      YES
MIDDLETOWN                                  3Y PP            First Lien           No                        480      NO
RIALTO                                      3Y PP            First Lien           No                        480      NO
TAMPA                                       2Y PP            First Lien           No                        480      NO
ROCKFORD                                    No PP            First Lien           No                        360      NO
STOCKTON                                    2Y PP            First Lien           No                        360      YES
ALGONQUIN                                   No PP            First Lien           No                        360      NO
CASCADE                                     No PP            First Lien           No                        360      NO
VANCOUVER                                   2Y PP            First Lien           No                        480      NO
GLENDALE                                    2Y PP            First Lien           No                        360      YES
ROY                                         2Y PP            First Lien           No                        360      NO
DENVER                                      2Y PP            First Lien           No                        480      NO
RIO RANCHO                                  No PP            First Lien           No                        360      NO
NORTH PALM BEAC                             2Y PP            First Lien           No                        360      NO
PHILADELPHIA                                No PP            First Lien           No                        360      NO
MCHENRY                                     No PP            First Lien           No                        360      YES
HOWELL                                      No PP            First Lien           No                        480      NO
TUCSON                                      1Y PP            First Lien           No                        360      NO
OSWEGO                                      No PP            First Lien           No                        480      NO
VICTORVILLE                                 No PP            First Lien           No                        480      NO
PLACERVILLE                                 2Y PP            First Lien           No                        480      NO
EVERETT                                     2Y PP            First Lien           No                        360      NO
FONTANA                                     No PP            First Lien           No                        360      NO
LAKE STATION                                2Y PP            First Lien           No                        360      NO
UNIVERSITY PARK                             No PP            First Lien           No                        360      NO
OAK PARK                                    No PP            First Lien           No                        360      YES
LAUDERDALE LAKE                             2Y PP            First Lien           No                        360      NO
SUPERIOR                                    No PP            First Lien           No                        360      NO
CANTON                                      2Y PP            First Lien           No                        480      NO
CLIFTON                                     No PP            First Lien           No                        480      NO
LEON                                        No PP            First Lien           No                        360      NO
CORTLANDT MANOR                             No PP            First Lien           No                        360      YES
FORT PIERCE                                 2Y PP            First Lien           No                        360      YES
BROOKLYN                                    No PP            First Lien           No                        480      NO
WINTER GARDEN                               No PP            First Lien           No                        360      NO
PLAINFIELD                                  No PP            First Lien           No                        480      NO
PHOENIX                                     2Y PP            First Lien           No                        480      NO
RICHMOND HILL                               No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
PLAINFIELD                                  No PP            First Lien           No                        480      NO
SOUTH ELGIN                                 No PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
SAINT CHARLES                               No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
LAKE GENEVA                                 No PP            First Lien           No                        360      NO
PERRIS                                      2Y PP            First Lien           No                        480      NO
SACRAMENTO                                  2Y PP            First Lien           No                        480      NO
IRVINGTON                                   No PP            First Lien           No                        480      NO
ROUND LAKE PARK                             No PP            First Lien           No                        480      NO
MOUNT PLEASANT                              No PP            First Lien           No                        360      NO
HORSESHOE BAY                               No PP            First Lien           No                        360      YES
MILWAUKEE                                   No PP            First Lien           No                        360      NO
LAUDERHILL                                  2Y PP            First Lien           No                        360      NO
DUBUQUE                                     No PP            First Lien           No                        360      NO
SAN DIEGO                                   2Y PP            First Lien           No                        480      NO
STILLWATER                                  2Y PP            First Lien           No                        480      NO
REDWOOD CITY                                No PP            First Lien           No                        480      NO
MILWAUKEE                                   2Y PP            First Lien           No                        360      NO
DOLTON                                      No PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
MINNEAPOLIS                                 3Y PP            First Lien           No                        480      NO
PHILADELPHIA                                2Y PP            First Lien           No                        360      NO
SAINT PAUL                                  3Y PP            First Lien           No                        480      NO
BROOKHAVEN TOWN                             No PP            First Lien           No                        480      NO
ALLENTOWN                                   No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
CHARLOTTE                                   2Y PP            First Lien           No                        480      NO
HALFMOON                                    No PP            First Lien           No                        360      NO
HIALEAH                                     3Y PP            First Lien           No                        360      YES
MEMPHIS                                     2Y PP            First Lien           No                        360      YES
PARAMOUNT                                   2Y PP            First Lien           No                        360      YES
HOMESTEAD                                   2Y PP            First Lien           No                        360      NO
RIVER FOREST                                No PP            First Lien           No                        360      NO
JERSEY CITY                                 No PP            First Lien           No                        360      YES
MORENO VALLEY                               2Y PP            First Lien           No                        360      YES
LAKE PARK                                   2Y PP            First Lien           No                        360      NO
HIALEAH                                     2Y PP            First Lien           No                        480      NO
DORAL                                       1Y PP            First Lien           No                        360      NO
HOLLYWOOD                                   2Y PP            First Lien           No                        480      NO
LAGUNA NIGUEL                               2Y PP            First Lien           No                        360      NO
SANTA MARIA                                 2Y PP            First Lien           No                        360      NO
CUMBERLAND                                  No PP            First Lien           No                        480      NO
SINKING SPRINGS                             2Y PP            First Lien           No                        360      NO
GENEVA                                      No PP            First Lien           No                        480      NO
DISTRICT HEIGHT                             No PP            First Lien           No                        480      NO
SAINT CLAIR SHO                             3Y PP            First Lien           No                        360      NO
SIMI VALLEY                                 2Y PP            First Lien           No                        360      NO
GARDEN GROVE                                2Y PP            First Lien           No                        480      NO
PALMDALE                                    2Y PP            First Lien           No                        480      NO
PHOENIX                                     2Y PP            First Lien           No                        360      NO
MIAMI                                       2Y PP            First Lien           No                        480      NO
BOYNTON BEACH                               2Y PP            First Lien           No                        360      NO
BERLIN                                      No PP            First Lien           No                        360      YES
OCALA                                       2Y PP            First Lien           No                        360      NO
PERRIS                                      1Y PP            First Lien           No                        480      NO
SPOKANE                                     2Y PP            First Lien           No                        360      NO
WASHINGTON                                  2Y PP            First Lien           No                        480      NO
KANSAS CITY                                 3Y PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
NORTH MIAMI BEA                             No PP            First Lien           No                        360      YES
CHARLOTTE                                   2Y PP            First Lien           No                        480      NO
MACEDONIA                                   2Y PP            First Lien           No                        360      NO
SYLMAR                                      2Y PP            First Lien           No                        480      NO
TOLLESON                                    2Y PP            First Lien           No                        360      NO
MIAMI                                       2Y PP            First Lien           No                        360      YES
LAKELAND                                    3Y PP            First Lien           No                        480      NO
SHELTON                                     2Y PP            First Lien           No                        480      NO
LEES SUMMIT                                 2Y PP            First Lien           No                        360      NO
TRUCKEE                                     1Y PP            First Lien           No                        360      YES
LONG BEACH                                  2Y PP            First Lien           No                        360      NO
SAN PABLO                                   2Y PP            First Lien           No                        480      NO
BAKERSFIELD                                 2Y PP            First Lien           No                        480      NO
CHINO HILLS                                 No PP            First Lien           No                        360      YES
MILWAUKEE                                   No PP            First Lien           No                        360      NO
PALMDALE                                    2Y PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        360      YES
DOWNEY                                      1Y PP            First Lien           No                        360      YES
CASA GRANDE                                 3Y PP            First Lien           No                        360      NO
MIAMI                                       3Y PP            First Lien           No                        360      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
BALDWIN                                     No PP            First Lien           No                        360      NO
TOWNSHIP OF EVE                             No PP            First Lien           No                        360      NO
COLORADO SPRING                             2Y PP            First Lien           No                        480      NO
OVIEDO                                      1Y PP            First Lien           No                        360      NO
RAMONA                                      No PP            First Lien           No                        480      NO
BETHPAGE                                    No PP            First Lien           No                        480      NO
QUEEN CREEK                                 No PP            First Lien           No                        480      NO
INDIANAPOLIS                                No PP            First Lien           No                        360      NO
MORENO VALLEY                               2Y PP            First Lien           No                        360      YES
CARLSBAD                                    2Y PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
TOWNSHIP OF BER                             No PP            First Lien           No                        480      NO
ONTARIO                                     2Y PP            First Lien           No                        480      NO
LOS ANGELES                                 2Y PP            First Lien           No                        480      NO
ONTARIO                                     2Y PP            First Lien           No                        360      YES
CLOVIS                                      2Y PP            First Lien           No                        480      NO
COMPTON                                     No PP            First Lien           No                        360      NO
FRESNO                                      2Y PP            First Lien           No                        360      NO
SAN JACINTO                                 2Y PP            First Lien           No                        480      NO
DAYTONA BEACH                               1Y PP            First Lien           No                        360      YES
NORWALK                                     2Y PP            First Lien           No                        480      NO
LEHIGH ACRES                                2Y PP            First Lien           No                        480      NO
MORENO VALLEY                               2Y PP            First Lien           No                        360      YES
OLYMPIA                                     2Y PP            First Lien           No                        360      NO
APOPKA                                      No PP            First Lien           No                        360      NO
WEST COVINA                                 2Y PP            First Lien           No                        480      NO
TWO HARBORS                                 2Y PP            First Lien           No                        360      NO
TWNSHP OF DOVER                             No PP            First Lien           No                        480      NO
NEW HAVEN                                   2Y PP            First Lien           No                        360      NO
SPRING                                      2Y PP            First Lien           No                        480      NO
LA HABRA                                    2Y PP            First Lien           No                        360      NO
MASTIC BEACH                                No PP            First Lien           No                        480      NO
FOSTORIA                                    3Y PP            First Lien           No                        360      NO
ADDISON                                     3Y PP            First Lien           No                        360      NO
PORT SAINT LUCI                             2Y PP            First Lien           No                        360      NO
PEEKSKILL                                   No PP            First Lien           No                        480      NO
MESA                                        2Y PP            First Lien           No                        360      YES
SAN BERNARDINO                              2Y PP            First Lien           No                        480      NO
MELROSE PARK                                No PP            First Lien           No                        360      NO
FREEPORT                                    No PP            First Lien           No                        480      NO
ROSEDALE                                    No PP            First Lien           No                        480      NO
DELANO                                      2Y PP            First Lien           No                        360      YES
OMAHA                                       2Y PP            First Lien           No                        360      NO
VALLEJO                                     2Y PP            First Lien           No                        480      NO
CONCORD                                     3Y PP            First Lien           No                        480      NO
WHITTIER                                    2Y PP            First Lien           No                        480      NO
FULLERTON                                   2Y PP            First Lien           No                        480      NO
TAMPA                                       1Y PP            First Lien           No                        360      YES
ANAHEIM                                     2Y PP            First Lien           No                        480      NO
WILDWOOD                                    No PP            First Lien           No                        480      NO
LOS ANGELES                                 3Y PP            First Lien           No                        360      YES
CATHEDRAL CITY                              3Y PP            First Lien           No                        360      YES
VALLEY STREAM                               No PP            First Lien           No                        360      NO
TRACY                                       2Y PP            First Lien           No                        480      NO
BRONX                                       No PP            First Lien           No                        480      NO
MASSAPEQUA                                  No PP            First Lien           No                        360      YES
FORT WASHINGTON                             No PP            First Lien           No                        480      NO
BRONX                                       No PP            First Lien           No                        480      NO
YORKVILLE                                   No PP            First Lien           No                        360      NO
MIAMI                                       2Y PP            First Lien           No                        360      NO
CEDAR RAPIDS                                No PP            First Lien           No                        360      NO
GARY                                        2Y PP            First Lien           No                        360      NO
WHEATLEY HEIGHT                             No PP            First Lien           No                        480      NO
CHICAGO                                     No PP            First Lien           No                        360      NO
WINDSOR                                     2Y PP            First Lien           No                        480      NO
MANTECA                                     2Y PP            First Lien           No                        480      NO
RIVERSIDE                                   3Y PP            First Lien           No                        360      YES
VICTORVILLE                                 No PP            First Lien           No                        360      YES
PORT HUENEME                                2Y PP            First Lien           No                        480      NO
RISING SUN                                  No PP            First Lien           No                        360      YES
ANTIOCH                                     No PP            First Lien           No                        360      YES
PERRIS                                      2Y PP            First Lien           No                        360      NO
BALTIMORE                                   No PP            First Lien           No                        480      NO
FORT MYERS                                  3Y PP            First Lien           No                        480      NO



CITY1                                       IO_PERIOD          SELLER          PREFUND
---------------------------------------------------------------------------------------------
WEST HAVEN                                  NON-IO             EMC             NO
PHILADELPHIA                                5 YEARS            EMC             NO
HOUSTON                                     NON-IO             EMC             NO
AMERICAN CANYON                             NON-IO             EMC             NO
COLUMBIA                                    NON-IO             EMC             NO
COCOA                                       NON-IO             EMC             NO
COCOA                                       NON-IO             EMC             NO
CLINTON                                     NON-IO             EMC             NO
PEMBROKE PINES                              5 YEARS            EMC             NO
PHOENIX                                     NON-IO             EMC             NO
MISSION VIEJO                               NON-IO             EMC             NO
SAINT LOUIS                                 NON-IO             EMC             NO
NORTH PORT                                  NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
LEHIGH ACRES                                NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
MADISON                                     NON-IO             EMC             NO
LAWNDALE                                    NON-IO             EMC             NO
HIGHLAND                                    NON-IO             EMC             NO
LOS ANGELES                                 5 YEARS            EMC             NO
HILLSBOROUGH                                NON-IO             EMC             NO
MIDDLETOWN                                  NON-IO             EMC             NO
NEW ORLEANS                                 NON-IO             EMC             NO
BELLFLOWER                                  NON-IO             EMC             NO
CRANSTON                                    NON-IO             EMC             NO
HESPERIA                                    NON-IO             EMC             NO
FONTANA                                     NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
CORAM                                       NON-IO             EMC             NO
HOMEWOOD                                    NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
POMPANO BEACH                               NON-IO             EMC             NO
HOWELL                                      NON-IO             EMC             NO
STOCKTON                                    NON-IO             EMC             NO
PORT HUENEME                                NON-IO             EMC             NO
NEW YORK                                    NON-IO             EMC             NO
BRANDON                                     NON-IO             EMC             NO
AURORA                                      NON-IO             EMC             NO
PALMDALE                                    NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
HOWELL TOWNSHIP                             NON-IO             EMC             NO
SOUTH GATE                                  5 YEARS            EMC             NO
QUAKERTOWN                                  NON-IO             EMC             NO
WESTMINSTER                                 NON-IO             EMC             NO
RAMONA                                      NON-IO             EMC             NO
SPRING                                      NON-IO             EMC             NO
ESCONDIDO                                   NON-IO             EMC             NO
DALY CITY                                   NON-IO             EMC             NO
MORRIS                                      NON-IO             EMC             NO
SCRANTON                                    NON-IO             EMC             NO
CORONA                                      NON-IO             EMC             NO
HIALEAH                                     NON-IO             EMC             NO
WOODLAND                                    NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
FAIRFIELD                                   NON-IO             EMC             NO
DESERT HOT SPRI                             NON-IO             EMC             NO
CORONA                                      NON-IO             EMC             NO
LOS ANGELES                                 5 YEARS            EMC             NO
CARSON                                      NON-IO             EMC             NO
UPPER DARBY TOW                             NON-IO             EMC             NO
SAINT JOSEPH                                NON-IO             EMC             NO
MIAMI                                       5 YEARS            EMC             NO
PEEKSKILL                                   NON-IO             EMC             NO
SHAWNEE                                     NON-IO             EMC             NO
SEQUIM                                      NON-IO             EMC             NO
RIVERSIDE                                   NON-IO             EMC             NO
CHANDLER                                    NON-IO             EMC             NO
CORONA                                      NON-IO             EMC             NO
SCOTCH PLAINS T                             NON-IO             EMC             NO
WEST CHICAGO                                NON-IO             EMC             NO
SUMMERSET                                   NON-IO             EMC             NO
CENTENNIAL                                  5 YEARS            EMC             NO
SOUTH BEND                                  NON-IO             EMC             NO
SAINT LOUIS                                 NON-IO             EMC             NO
JACKSONVILLE                                NON-IO             EMC             NO
STATEN ISLAND                               NON-IO             EMC             NO
WEST COVINA                                 5 YEARS            EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
NAPLES                                      5 YEARS            EMC             NO
HOUSTON                                     NON-IO             EMC             NO
MODESTO                                     NON-IO             EMC             NO
NAPLES                                      NON-IO             EMC             NO
GAITHERSBURG                                5 YEARS            EMC             NO
LOS ANGELES                                 5 YEARS            EMC             NO
HAMMOND                                     NON-IO             EMC             NO
MISSOURI CITY                               NON-IO             EMC             NO
ORLANDO                                     NON-IO             EMC             NO
QUEEN CREEK                                 NON-IO             EMC             NO
PALMDALE                                    NON-IO             EMC             NO
RANCHO SANTA MA                             NON-IO             EMC             NO
MORENO VALLEY                               NON-IO             EMC             NO
WILLIAMSPORT                                NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
WEST HEMPSTEAD                              5 YEARS            EMC             NO
SANTA ROSA                                  NON-IO             EMC             NO
MIAMI                                       5 YEARS            EMC             NO
UNIONDALE                                   NON-IO             EMC             NO
TUSCALOOSA                                  NON-IO             EMC             NO
SAYVILLE                                    NON-IO             EMC             NO
INDIANAPOLIS                                5 YEARS            EMC             NO
CARMEL                                      NON-IO             EMC             NO
LONGVIEW                                    NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
AMERICAN CANYON                             NON-IO             EMC             NO
SIMI VALLEY                                 5 YEARS            EMC             NO
DALLASTOWN                                  NON-IO             EMC             NO
HONOLULU                                    NON-IO             EMC             NO
RESERVE                                     NON-IO             EMC             NO
COLUMBUS                                    NON-IO             EMC             NO
CAROL STREAM                                NON-IO             EMC             NO
DENHAM SPRINGS                              NON-IO             EMC             NO
TUCSON                                      NON-IO             EMC             NO
NINEVEH                                     NON-IO             EMC             NO
PASADENA                                    NON-IO             EMC             NO
BRONX                                       NON-IO             EMC             NO
MIRAMAR                                     NON-IO             EMC             NO
MOUNT PROSPECT                              NON-IO             EMC             NO
YONKERS                                     NON-IO             EMC             NO
SUNRISE                                     NON-IO             EMC             NO
NEWBURGH                                    NON-IO             EMC             NO
BETHEL PARK                                 NON-IO             EMC             NO
STOCKTON                                    NON-IO             EMC             NO
KISSIMMEE                                   NON-IO             EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
PALMDALE                                    5 YEARS            EMC             NO
TEMPLE CITY                                 NON-IO             EMC             NO
RIVER VALE                                  NON-IO             EMC             NO
WEST MILFORD                                NON-IO             EMC             NO
GARNER                                      NON-IO             EMC             NO
CORONA                                      5 YEARS            EMC             NO
PHOENIX                                     5 YEARS            EMC             NO
WATERBURY                                   NON-IO             EMC             NO
BAKERSFIELD                                 NON-IO             EMC             NO
DESERT HOT SPRI                             NON-IO             EMC             NO
DAYTONA BEACH                               NON-IO             EMC             NO
PHOENIX                                     NON-IO             EMC             NO
HAYTI                                       NON-IO             EMC             NO
FORT MYERS                                  NON-IO             EMC             NO
ANCHORAGE                                   NON-IO             EMC             NO
BURNS                                       NON-IO             EMC             NO
HOLLIS                                      NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
BROOKLYN                                    NON-IO             EMC             NO
SANTA ROSA                                  NON-IO             EMC             NO
LITTLETON                                   5 YEARS            EMC             NO
BINGHAMTON                                  NON-IO             EMC             NO
BELLMORE                                    5 YEARS            EMC             NO
LAS VEGAS                                   5 YEARS            EMC             NO
WEST CHICAGO                                NON-IO             EMC             NO
JEFFERSON CITY                              NON-IO             EMC             NO
GOODYEAR                                    NON-IO             EMC             NO
TAMPA                                       NON-IO             EMC             NO
BIRMINGHAM                                  NON-IO             EMC             NO
MASSAPEQUA                                  NON-IO             EMC             NO
AUBURNDALE                                  NON-IO             EMC             NO
BROOKLYN                                    NON-IO             EMC             NO
LOS ANGELES                                 5 YEARS            EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
JAMAICA                                     NON-IO             EMC             NO
NEW CANEY                                   NON-IO             EMC             NO
HIGHLAND                                    NON-IO             EMC             NO
MANGUM                                      NON-IO             EMC             NO
SAN JOSE                                    NON-IO             EMC             NO
OAKLAND                                     NON-IO             EMC             NO
FLEMINGTON                                  NON-IO             EMC             NO
ROSEDALE                                    NON-IO             EMC             NO
TWP OF VOORHEES                             NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
DEPTFORD TWP.                               NON-IO             EMC             NO
SALT LAKE CITY                              NON-IO             EMC             NO
COLUMBIA                                    5 YEARS            EMC             NO
AVONDALE                                    NON-IO             EMC             NO
RIVERSIDE                                   5 YEARS            EMC             NO
COCOA BEACH                                 NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
ATLANTIC HIGHLA                             5 YEARS            EMC             NO
DERIDDER                                    NON-IO             EMC             NO
OREM                                        NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
ALLIANCE                                    NON-IO             EMC             NO
KURTISTOWN                                  5 YEARS            EMC             NO
RIVERSIDE                                   NON-IO             EMC             NO
WESTMINSTER                                 NON-IO             EMC             NO
LONG BEACH                                  NON-IO             EMC             NO
RIVER VALE                                  5 YEARS            EMC             NO
LAS CRUCES                                  NON-IO             EMC             NO
MANHASSET                                   NON-IO             EMC             NO
TUCSON                                      NON-IO             EMC             NO
REDONDO BEACH                               NON-IO             EMC             NO
HAM LAKE                                    NON-IO             EMC             NO
STATEN ISLAND                               NON-IO             EMC             NO
FONTANA                                     5 YEARS            EMC             NO
SCOTTSDALE                                  NON-IO             EMC             NO
CHAMPLIN                                    5 YEARS            EMC             NO
DEWEY                                       NON-IO             EMC             NO
WILLOWBROOK                                 5 YEARS            EMC             NO
SPRINGFIELD                                 NON-IO             EMC             NO
HOUSTON                                     NON-IO             EMC             NO
LOS ANGELES                                 5 YEARS            EMC             NO
GLENDALE HEIGHT                             NON-IO             EMC             NO
RICHLAND                                    5 YEARS            EMC             NO
RIALTO                                      5 YEARS            EMC             NO
LAKE FOREST                                 NON-IO             EMC             NO
ARLINGTON HEIGH                             NON-IO             EMC             NO
PHOENIX                                     NON-IO             EMC             NO
TOWNSHIP OF GAL                             NON-IO             EMC             NO
DAYTONA BEACH                               NON-IO             EMC             NO
AKRON                                       NON-IO             EMC             NO
FONTANA                                     NON-IO             EMC             NO
MESA                                        NON-IO             EMC             NO
MOUNT SINAI                                 5 YEARS            EMC             NO
HARVEY                                      NON-IO             EMC             NO
CLEVELAND                                   NON-IO             EMC             NO
ONTARIO                                     NON-IO             EMC             NO
CHAMPAIGN                                   NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
JAMAICA                                     NON-IO             EMC             NO
NILES                                       NON-IO             EMC             NO
WASHINGTON                                  NON-IO             EMC             NO
LAS VEGAS                                   5 YEARS            EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
FEDERAL WAY                                 5 YEARS            EMC             NO
CHICAGO                                     NON-IO             EMC             NO
COLTON                                      NON-IO             EMC             NO
MESA                                        NON-IO             EMC             NO
KISSIMMEE                                   NON-IO             EMC             NO
ENGLEWOOD                                   5 YEARS            EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
MIDLOTHIAN                                  NON-IO             EMC             NO
OLD GREENWICH                               NON-IO             EMC             NO
SUTTER                                      NON-IO             EMC             NO
QUEENS                                      NON-IO             EMC             NO
BAY SHORE                                   NON-IO             EMC             NO
MAYWOOD                                     NON-IO             EMC             NO
BALTIMORE                                   NON-IO             EMC             NO
NAPERVILLE                                  5 YEARS            EMC             NO
PENNGROVE                                   NON-IO             EMC             NO
DALLAS                                      NON-IO             EMC             NO
MADERA                                      NON-IO             EMC             NO
LOWELL                                      NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
HIALEAH                                     5 YEARS            EMC             NO
CHINO HILLS                                 5 YEARS            EMC             NO
DE SOTO                                     NON-IO             EMC             NO
NAPERVILLE                                  5 YEARS            EMC             NO
BAKERSFIELD                                 NON-IO             EMC             NO
PALM BAY                                    NON-IO             EMC             NO
CORNING                                     NON-IO             EMC             NO
YUMA                                        NON-IO             EMC             NO
MODESTO                                     NON-IO             EMC             NO
MARYSVILLE                                  NON-IO             EMC             NO
RIVERSIDE                                   NON-IO             EMC             NO
SCHAUMBURG                                  NON-IO             EMC             NO
ELMONT                                      NON-IO             EMC             NO
PALMDALE                                    5 YEARS            EMC             NO
TAMPA                                       NON-IO             EMC             NO
ROCKWOOD                                    NON-IO             EMC             NO
JACKSON TOWNSHI                             NON-IO             EMC             NO
MORENO VALLEY                               5 YEARS            EMC             NO
ALABASTER                                   NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
RICHMOND                                    NON-IO             EMC             NO
LAS VEGAS                                   NON-IO             EMC             NO
YUCAIPA                                     NON-IO             EMC             NO
ELGIN                                       NON-IO             EMC             NO
PALMDALE                                    NON-IO             EMC             NO
CLEVELAND                                   NON-IO             EMC             NO
SARTELL                                     NON-IO             EMC             NO
COLUMBIA                                    NON-IO             EMC             NO
LITTLE EGG HARBOR                           NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
RIO RANCHO                                  NON-IO             EMC             NO
ELGIN                                       NON-IO             EMC             NO
LOCKPORT                                    NON-IO             EMC             NO
MIAMI                                       5 YEARS            EMC             NO
TUCSON                                      NON-IO             EMC             NO
BIRMINGHAM                                  NON-IO             EMC             NO
SOMERVILLE                                  NON-IO             EMC             NO
CHIEFLAND                                   NON-IO             EMC             NO
KANSAS CITY                                 NON-IO             EMC             NO
CREST HILL                                  NON-IO             EMC             NO
OSHKOSH                                     NON-IO             EMC             NO
MILFORD                                     NON-IO             EMC             NO
HOT SPRINGS NAT                             NON-IO             EMC             NO
PALMYRA                                     NON-IO             EMC             NO
ST LOUIS PARK                               NON-IO             EMC             NO
WILLIAMSTOWN                                NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
BOISE                                       NON-IO             EMC             NO
LAS VEGAS                                   NON-IO             EMC             NO
ABERDEEN                                    NON-IO             EMC             NO
NORTH LAS VEGAS                             5 YEARS            EMC             NO
MONTGOMERY                                  NON-IO             EMC             NO
OPA LOCKA                                   NON-IO             EMC             NO
SIOUX FALLS                                 NON-IO             EMC             NO
BALTIMORE                                   NON-IO             EMC             NO
KINGSLAND                                   5 YEARS            EMC             NO
FORT WAYNE                                  5 YEARS            EMC             NO
ANKENY                                      NON-IO             EMC             NO
CLAREMONT                                   NON-IO             EMC             NO
MONTGOMERY                                  NON-IO             EMC             NO
BEAUMONT                                    NON-IO             EMC             NO
OCALA                                       NON-IO             EMC             NO
GARDEN CITY                                 NON-IO             EMC             NO
OVERLAND PARK                               NON-IO             EMC             NO
LAKEFIELD                                   NON-IO             EMC             NO
KENOSHA                                     NON-IO             EMC             NO
PHOENIX                                     5 YEARS            EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
DENHAM SPRINGS                              NON-IO             EMC             NO
MIAMI BEACH                                 NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
HILBERT                                     NON-IO             EMC             NO
WEST MILFORD TOWNSHI                        NON-IO             EMC             NO
HOUSTON                                     NON-IO             EMC             NO
PLANTATION                                  NON-IO             EMC             NO
BOROUGH OF BROO                             NON-IO             EMC             NO
OLD LYME                                    NON-IO             EMC             NO
SALT LAKE CITY                              NON-IO             EMC             NO
NEWBURGH                                    NON-IO             EMC             NO
BRONX                                       NON-IO             EMC             NO
STREETSBORO                                 NON-IO             EMC             NO
MOREHEAD CITY                               NON-IO             EMC             NO
COUNCIL BLUFFS                              NON-IO             EMC             NO
HYATTSVILLE                                 NON-IO             EMC             NO
LAKE WALES                                  NON-IO             EMC             NO
VERO BEACH                                  NON-IO             EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
SUN PRAIRIE                                 NON-IO             EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
LAKE MARY                                   NON-IO             EMC             NO
ELKTON                                      5 YEARS            EMC             NO
EAST PROVIDENCE                             NON-IO             EMC             NO
HOUSTON                                     NON-IO             EMC             NO
RIALTO                                      NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
COVINGTON                                   NON-IO             EMC             NO
FRANKLIN PARK                               NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
CLIFTON                                     5 YEARS            EMC             NO
CHICAGO                                     NON-IO             EMC             NO
PUNTA GORDA                                 NON-IO             EMC             NO
ELM GROVE                                   NON-IO             EMC             NO
NEW LENOX                                   5 YEARS            EMC             NO
GREENSBURG                                  NON-IO             EMC             NO
HERCULES                                    5 YEARS            EMC             NO
LEAD                                        NON-IO             EMC             NO
TAMPA                                       NON-IO             EMC             NO
SUITLAND                                    NON-IO             EMC             NO
STATEN ISLAND                               NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
BELLPORT                                    NON-IO             EMC             NO
POINT PLEASANT                              5 YEARS            EMC             NO
BLOOMFIELD                                  5 YEARS            EMC             NO
TEANECK                                     NON-IO             EMC             NO
CEDAR RAPIDS                                NON-IO             EMC             NO
CHITTENANGO                                 NON-IO             EMC             NO
WEST DES MOINES                             NON-IO             EMC             NO
CHANDLER                                    NON-IO             EMC             NO
SOUTH HOLLAND                               NON-IO             EMC             NO
JEANERETTE                                  NON-IO             EMC             NO
COLUMBIA                                    NON-IO             EMC             NO
CAMDEN                                      NON-IO             EMC             NO
LAS VEGAS                                   NON-IO             EMC             NO
NEWARK                                      NON-IO             EMC             NO
ELMONT                                      NON-IO             EMC             NO
LAS VEGAS                                   NON-IO             EMC             NO
AURORA                                      NON-IO             EMC             NO
RICHMOND                                    5 YEARS            EMC             NO
CHICAGO                                     NON-IO             EMC             NO
JEANNETTE                                   NON-IO             EMC             NO
CALUMET CITY                                NON-IO             EMC             NO
PALATINE                                    NON-IO             EMC             NO
LAS VEGAS                                   NON-IO             EMC             NO
LAS VEGAS                                   NON-IO             EMC             NO
WEST VALLEY CIT                             NON-IO             EMC             NO
NESCONSET                                   NON-IO             EMC             NO
BRANDON                                     NON-IO             EMC             NO
STANHOPE                                    NON-IO             EMC             NO
CINCINNATI                                  NON-IO             EMC             NO
HOLLYWOOD                                   NON-IO             EMC             NO
PEQUOT LAKES                                NON-IO             EMC             NO
SWANTON                                     NON-IO             EMC             NO
CLINTON                                     NON-IO             EMC             NO
CASCADE                                     NON-IO             EMC             NO
RAEFORD                                     NON-IO             EMC             NO
PUTNAM                                      NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
DURANGO                                     NON-IO             EMC             NO
LIVERMORE                                   NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
CULLMAN                                     NON-IO             EMC             NO
LANSING                                     NON-IO             EMC             NO
CRIVITZ                                     NON-IO             EMC             NO
HYATTSVILLE                                 NON-IO             EMC             NO
LEHIGH ACRES                                NON-IO             EMC             NO
RANTOUL                                     5 YEARS            EMC             NO
NEWBURGH                                    NON-IO             EMC             NO
MARLTON                                     NON-IO             EMC             NO
LANCASTER                                   5 YEARS            EMC             NO
BELMONT                                     NON-IO             EMC             NO
POST FALLS                                  NON-IO             EMC             NO
WATERLOO                                    NON-IO             EMC             NO
HARVEY                                      NON-IO             EMC             NO
BLOOMINGTON                                 NON-IO             EMC             NO
NORTH FORT MYER                             NON-IO             EMC             NO
SAFETY HARBOR                               NON-IO             EMC             NO
YAKIMA                                      NON-IO             EMC             NO
ALBUQUERQUE                                 NON-IO             EMC             NO
LAKE VILLA                                  NON-IO             EMC             NO
BRIGHTON                                    5 YEARS            EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
ROCHESTER                                   NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
TEMPE                                       5 YEARS            EMC             NO
CHANDLER                                    NON-IO             EMC             NO
MONTICELLO                                  NON-IO             EMC             NO
HARRISBURG                                  NON-IO             EMC             NO
COLDWATER                                   NON-IO             EMC             NO
SANTA CLARITA                               NON-IO             EMC             NO
REVERE                                      NON-IO             EMC             NO
CRYSTAL LAKE                                NON-IO             EMC             NO
MIAMI                                       5 YEARS            EMC             NO
WONDER LAKE                                 5 YEARS            EMC             NO
MUSTANG                                     NON-IO             EMC             NO
EASTLAKE                                    NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
TULARE                                      5 YEARS            EMC             NO
GRAND RAPIDS                                NON-IO             EMC             NO
RICE LAKE                                   NON-IO             EMC             NO
LAVEEN                                      5 YEARS            EMC             NO
MONTGOMERY VILL                             5 YEARS            EMC             NO
CARVER                                      NON-IO             EMC             NO
NORTH MANKATO                               NON-IO             EMC             NO
WAUKESHA                                    NON-IO             EMC             NO
WOODSTOCK                                   NON-IO             EMC             NO
BOWIE                                       NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
MESA                                        5 YEARS            EMC             NO
DOLTON                                      NON-IO             EMC             NO
LOWELL                                      NON-IO             EMC             NO
PEORIA                                      NON-IO             EMC             NO
CHICAGO                                     5 YEARS            EMC             NO
CHICAGO                                     NON-IO             EMC             NO
LADSON                                      NON-IO             EMC             NO
HALEDON                                     5 YEARS            EMC             NO
PHOENIX                                     NON-IO             EMC             NO
ABERDEEN                                    NON-IO             EMC             NO
STREAMWOOD                                  NON-IO             EMC             NO
MANITOWOC                                   NON-IO             EMC             NO
LINDON                                      NON-IO             EMC             NO
HEYWORTH                                    NON-IO             EMC             NO
BRIDGEVIEW                                  NON-IO             EMC             NO
ROUND LAKE                                  NON-IO             EMC             NO
MENASHA                                     NON-IO             EMC             NO
DENVER                                      NON-IO             EMC             NO
WAIPAHU                                     NON-IO             EMC             NO
QUEEN CREEK                                 NON-IO             EMC             NO
FORT WORTH                                  NON-IO             EMC             NO
HOLLYWOOD                                   NON-IO             EMC             NO
VICTORVILLE                                 NON-IO             EMC             NO
ALTAMONTE SPRIN                             5 YEARS            EMC             NO
GIBSONTON                                   NON-IO             EMC             NO
PEORIA                                      NON-IO             EMC             NO
TACOMA                                      NON-IO             EMC             NO
LAS VEGAS                                   NON-IO             EMC             NO
BENSENVILLE                                 NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
GERMANTOWN                                  NON-IO             EMC             NO
CHANDLER                                    NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
SPARKS                                      5 YEARS            EMC             NO
LEHIGH ACRES                                NON-IO             EMC             NO
JAMAICA                                     NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
HESPERIA                                    5 YEARS            EMC             NO
ELMONT                                      NON-IO             EMC             NO
BOYNTON BEACH                               NON-IO             EMC             NO
SWEET HOME                                  NON-IO             EMC             NO
STOUGHTON                                   NON-IO             EMC             NO
PHOENIX                                     NON-IO             EMC             NO
CASTAIC                                     NON-IO             EMC             NO
YORK                                        5 YEARS            EMC             NO
WEST ORANGE                                 NON-IO             EMC             NO
ROBBINSDALE                                 NON-IO             EMC             NO
PITTSBURGH                                  NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
SANTA FE                                    5 YEARS            EMC             NO
WORCESTER                                   NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
BALTIMORE                                   NON-IO             EMC             NO
LAUDERHILL                                  NON-IO             EMC             NO
ORANGEBURG                                  NON-IO             EMC             NO
HOMESTEAD                                   NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
BELVIDERE                                   NON-IO             EMC             NO
SARASOTA                                    NON-IO             EMC             NO
TUCKERTON                                   NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
APPLE VALLEY                                5 YEARS            EMC             NO
MIDDLETOWN                                  NON-IO             EMC             NO
RIALTO                                      NON-IO             EMC             NO
TAMPA                                       NON-IO             EMC             NO
ROCKFORD                                    NON-IO             EMC             NO
STOCKTON                                    5 YEARS            EMC             NO
ALGONQUIN                                   NON-IO             EMC             NO
CASCADE                                     NON-IO             EMC             NO
VANCOUVER                                   NON-IO             EMC             NO
GLENDALE                                    5 YEARS            EMC             NO
ROY                                         NON-IO             EMC             NO
DENVER                                      NON-IO             EMC             NO
RIO RANCHO                                  NON-IO             EMC             NO
NORTH PALM BEAC                             NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
MCHENRY                                     5 YEARS            EMC             NO
HOWELL                                      NON-IO             EMC             NO
TUCSON                                      NON-IO             EMC             NO
OSWEGO                                      NON-IO             EMC             NO
VICTORVILLE                                 NON-IO             EMC             NO
PLACERVILLE                                 NON-IO             EMC             NO
EVERETT                                     NON-IO             EMC             NO
FONTANA                                     NON-IO             EMC             NO
LAKE STATION                                NON-IO             EMC             NO
UNIVERSITY PARK                             NON-IO             EMC             NO
OAK PARK                                    5 YEARS            EMC             NO
LAUDERDALE LAKE                             NON-IO             EMC             NO
SUPERIOR                                    NON-IO             EMC             NO
CANTON                                      NON-IO             EMC             NO
CLIFTON                                     NON-IO             EMC             NO
LEON                                        NON-IO             EMC             NO
CORTLANDT MANOR                             5 YEARS            EMC             NO
FORT PIERCE                                 5 YEARS            EMC             NO
BROOKLYN                                    NON-IO             EMC             NO
WINTER GARDEN                               NON-IO             EMC             NO
PLAINFIELD                                  NON-IO             EMC             NO
PHOENIX                                     NON-IO             EMC             NO
RICHMOND HILL                               NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
PLAINFIELD                                  NON-IO             EMC             NO
SOUTH ELGIN                                 NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
SAINT CHARLES                               NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
LAKE GENEVA                                 NON-IO             EMC             NO
PERRIS                                      NON-IO             EMC             NO
SACRAMENTO                                  NON-IO             EMC             NO
IRVINGTON                                   NON-IO             EMC             NO
ROUND LAKE PARK                             NON-IO             EMC             NO
MOUNT PLEASANT                              NON-IO             EMC             NO
HORSESHOE BAY                               5 YEARS            EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
LAUDERHILL                                  NON-IO             EMC             NO
DUBUQUE                                     NON-IO             EMC             NO
SAN DIEGO                                   NON-IO             EMC             NO
STILLWATER                                  NON-IO             EMC             NO
REDWOOD CITY                                NON-IO             EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
DOLTON                                      NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
MINNEAPOLIS                                 NON-IO             EMC             NO
PHILADELPHIA                                NON-IO             EMC             NO
SAINT PAUL                                  NON-IO             EMC             NO
BROOKHAVEN TOWN                             NON-IO             EMC             NO
ALLENTOWN                                   NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
CHARLOTTE                                   NON-IO             EMC             NO
HALFMOON                                    NON-IO             EMC             NO
HIALEAH                                     5 YEARS            EMC             NO
MEMPHIS                                     5 YEARS            EMC             NO
PARAMOUNT                                   5 YEARS            EMC             NO
HOMESTEAD                                   NON-IO             EMC             NO
RIVER FOREST                                NON-IO             EMC             NO
JERSEY CITY                                 5 YEARS            EMC             NO
MORENO VALLEY                               5 YEARS            EMC             NO
LAKE PARK                                   NON-IO             EMC             NO
HIALEAH                                     NON-IO             EMC             NO
DORAL                                       NON-IO             EMC             NO
HOLLYWOOD                                   NON-IO             EMC             NO
LAGUNA NIGUEL                               NON-IO             EMC             NO
SANTA MARIA                                 NON-IO             EMC             NO
CUMBERLAND                                  NON-IO             EMC             NO
SINKING SPRINGS                             NON-IO             EMC             NO
GENEVA                                      NON-IO             EMC             NO
DISTRICT HEIGHT                             NON-IO             EMC             NO
SAINT CLAIR SHO                             NON-IO             EMC             NO
SIMI VALLEY                                 NON-IO             EMC             NO
GARDEN GROVE                                NON-IO             EMC             NO
PALMDALE                                    NON-IO             EMC             NO
PHOENIX                                     NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
BOYNTON BEACH                               NON-IO             EMC             NO
BERLIN                                      5 YEARS            EMC             NO
OCALA                                       NON-IO             EMC             NO
PERRIS                                      NON-IO             EMC             NO
SPOKANE                                     NON-IO             EMC             NO
WASHINGTON                                  NON-IO             EMC             NO
KANSAS CITY                                 NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
NORTH MIAMI BEA                             5 YEARS            EMC             NO
CHARLOTTE                                   NON-IO             EMC             NO
MACEDONIA                                   NON-IO             EMC             NO
SYLMAR                                      NON-IO             EMC             NO
TOLLESON                                    NON-IO             EMC             NO
MIAMI                                       5 YEARS            EMC             NO
LAKELAND                                    NON-IO             EMC             NO
SHELTON                                     NON-IO             EMC             NO
LEES SUMMIT                                 NON-IO             EMC             NO
TRUCKEE                                     5 YEARS            EMC             NO
LONG BEACH                                  NON-IO             EMC             NO
SAN PABLO                                   NON-IO             EMC             NO
BAKERSFIELD                                 NON-IO             EMC             NO
CHINO HILLS                                 5 YEARS            EMC             NO
MILWAUKEE                                   NON-IO             EMC             NO
PALMDALE                                    NON-IO             EMC             NO
LOS ANGELES                                 5 YEARS            EMC             NO
DOWNEY                                      5 YEARS            EMC             NO
CASA GRANDE                                 NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
BALDWIN                                     NON-IO             EMC             NO
TOWNSHIP OF EVE                             NON-IO             EMC             NO
COLORADO SPRING                             NON-IO             EMC             NO
OVIEDO                                      NON-IO             EMC             NO
RAMONA                                      NON-IO             EMC             NO
BETHPAGE                                    NON-IO             EMC             NO
QUEEN CREEK                                 NON-IO             EMC             NO
INDIANAPOLIS                                NON-IO             EMC             NO
MORENO VALLEY                               5 YEARS            EMC             NO
CARLSBAD                                    NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
TOWNSHIP OF BER                             NON-IO             EMC             NO
ONTARIO                                     NON-IO             EMC             NO
LOS ANGELES                                 NON-IO             EMC             NO
ONTARIO                                     5 YEARS            EMC             NO
CLOVIS                                      NON-IO             EMC             NO
COMPTON                                     NON-IO             EMC             NO
FRESNO                                      NON-IO             EMC             NO
SAN JACINTO                                 NON-IO             EMC             NO
DAYTONA BEACH                               5 YEARS            EMC             NO
NORWALK                                     NON-IO             EMC             NO
LEHIGH ACRES                                NON-IO             EMC             NO
MORENO VALLEY                               5 YEARS            EMC             NO
OLYMPIA                                     NON-IO             EMC             NO
APOPKA                                      NON-IO             EMC             NO
WEST COVINA                                 NON-IO             EMC             NO
TWO HARBORS                                 NON-IO             EMC             NO
TWNSHP OF DOVER                             NON-IO             EMC             NO
NEW HAVEN                                   NON-IO             EMC             NO
SPRING                                      NON-IO             EMC             NO
LA HABRA                                    NON-IO             EMC             NO
MASTIC BEACH                                NON-IO             EMC             NO
FOSTORIA                                    NON-IO             EMC             NO
ADDISON                                     NON-IO             EMC             NO
PORT SAINT LUCI                             NON-IO             EMC             NO
PEEKSKILL                                   NON-IO             EMC             NO
MESA                                        5 YEARS            EMC             NO
SAN BERNARDINO                              NON-IO             EMC             NO
MELROSE PARK                                NON-IO             EMC             NO
FREEPORT                                    NON-IO             EMC             NO
ROSEDALE                                    NON-IO             EMC             NO
DELANO                                      5 YEARS            EMC             NO
OMAHA                                       NON-IO             EMC             NO
VALLEJO                                     NON-IO             EMC             NO
CONCORD                                     NON-IO             EMC             NO
WHITTIER                                    NON-IO             EMC             NO
FULLERTON                                   NON-IO             EMC             NO
TAMPA                                       5 YEARS            EMC             NO
ANAHEIM                                     NON-IO             EMC             NO
WILDWOOD                                    NON-IO             EMC             NO
LOS ANGELES                                 5 YEARS            EMC             NO
CATHEDRAL CITY                              5 YEARS            EMC             NO
VALLEY STREAM                               NON-IO             EMC             NO
TRACY                                       NON-IO             EMC             NO
BRONX                                       NON-IO             EMC             NO
MASSAPEQUA                                  5 YEARS            EMC             NO
FORT WASHINGTON                             NON-IO             EMC             NO
BRONX                                       NON-IO             EMC             NO
YORKVILLE                                   NON-IO             EMC             NO
MIAMI                                       NON-IO             EMC             NO
CEDAR RAPIDS                                NON-IO             EMC             NO
GARY                                        NON-IO             EMC             NO
WHEATLEY HEIGHT                             NON-IO             EMC             NO
CHICAGO                                     NON-IO             EMC             NO
WINDSOR                                     NON-IO             EMC             NO
MANTECA                                     NON-IO             EMC             NO
RIVERSIDE                                   5 YEARS            EMC             NO
VICTORVILLE                                 5 YEARS            EMC             NO
PORT HUENEME                                NON-IO             EMC             NO
RISING SUN                                  5 YEARS            EMC             NO
ANTIOCH                                     5 YEARS            EMC             NO
PERRIS                                      NON-IO             EMC             NO
BALTIMORE                                   NON-IO             EMC             NO
FORT MYERS                                  NON-IO             EMC             NO





       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      FORM
        OF
        TRANSFER AFFIDAVIT AND AGREEMENT

       

      Affidavit
        pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
        and for other purposes

      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      The
        undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”),
        the proposed transferee of an Ownership Interest in the Bear Stearns Asset
        Backed Securities I LLC Asset-Backed Certificates, Series 2007-AQ2, Class
        [R-1][R-2][R-3][RX] Certificate (the “Certificate”) issued pursuant to the
        Pooling and Servicing Agreement, dated as of February 1, 2007 (the “Agreement”),
        among Bear Stearns Asset Backed Securities I LLC, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as master servicer, and
        LaSalle Bank National Association, as trustee (the “Trustee”), and makes this
        affidavit on behalf of the Investor for the benefit of the Depositor and
        the
        Trustee. Capitalized terms used, but not defined herein, shall have the meanings
        ascribed to such terms in the Agreement. 

       

      1.  The
        Investor is, as of the date hereof, and will be, as of the date of the Transfer,
        a Permitted Transferee. The Investor is not acquiring its ownership interest
        in
        the Certificate for the account of a Person other than a Permitted Transferee.
        

       

      2.  The
        Investor has been advised and understands that (i) a tax will be imposed on
        Transfers of the Certificate to Persons that are not Permitted Transferees;
        (ii) such tax will be imposed on the transferor, or, if such Transfer is
        through an agent (which includes a broker, nominee or middleman) for a Person
        that is not a Permitted Transferee, on the agent; and (iii) the Person
        otherwise liable for the tax shall be relieved of liability for the tax if
        a
        subsequent transferee furnishes to such Person an affidavit that such subsequent
        transferee is a Permitted Transferee, and at the time of Transfer, such Person
        does not have actual knowledge that the affidavit is false.

       

      3.  The
        Investor has been advised and understands that a tax will be imposed on a
        “pass-through entity” holding the Certificate if at any time during the taxable
        year of the pass-through entity a Person that is not a Permitted Transferee
        is
        the record holder of an interest in such entity. The Investor understands
        that
        such tax will not be imposed for any period with respect to which the record
        holder furnishes to the pass-through entity an affidavit that such record
        holder
        is a Permitted Transferee and the pass-through entity does not have actual
        knowledge that such affidavit is false. (For this purpose, a “pass-through
        entity” includes a regulated investment company, a real estate investment trust
        or common trust fund, a partnership, trust or estate, and certain cooperatives
        and, except as may be provided in Treasury regulations, Persons holding
        interests in pass-through entities as a nominee for another
        Person.)

       

      4.  The
        Investor has reviewed the provisions of Section 6.02(i) of the Agreement
        and
        understands the legal consequences of the acquisition of an Ownership Interest
        in the Certificate, including, without limitation, the restrictions on
        subsequent Transfers and the provisions regarding voiding any prohibited
        Transfers and mandatory sales. The Investor expressly agrees to be bound
        by, and
        to abide by, such provisions of the Agreement and the restrictions noted
        on the
        face of the Certificate. The Investor understands and agrees that any breach
        of
        any of the representations included herein shall render the Transfer of the
        Certificate to the Investor contemplated hereby null and void. The Investor
        consents to any amendment of the Agreement that shall be deemed necessary
        by the
        Depositor (upon advice of nationally recognized counsel) to constitute a
        reasonable arrangement to ensure that the Certificate will not be owned directly
        or indirectly by a Person other than a Permitted Transferee.

       

      5.  The
        Investor agrees not to Transfer the Certificate, or cause the Transfer of
        the
        Certificate by a Person for whom the Investor is acting as nominee, trustee
        or
        agent, in each case unless it has received an affidavit and agreement in
        substantially the same form as this affidavit and agreement containing these
        same representations and covenants from the subsequent transferee. In connection
        with any such Transfer by the Investor, the Investor agrees to deliver to
        the
        Trustee and the Depositor an affidavit substantially in the form set forth
        as
        Exhibit Q to the Agreement to the effect that the Investor has no actual
        knowledge that the Person to which the Transfer is to be made is not a Permitted
        Transferee.

       

      6.  The
        Investor has historically paid its debts as they have come due, intends to
        pay
        its debts as they come due in the future, and understands that the taxes
        associated with holder an ownership interest in the Certificate may exceed
        the
        cash flow with respect thereto in some or all periods and intends to pay
        such
        taxes as they become due. The Investor does not have the intention, and no
        purpose of the Transfer of the Certificate to the Investor is, to impede
        the
        assessment or collection of any tax legally required to be paid with respect
        to
        the Certificate.

       

      7.  The
        Investor’s U.S. taxpayer identification number is [_____________].

       

      8.  The
        Investor is a “United States person” within the meaning of Section 7701(a)(30)
        of the Code (a “United State Person”).

       

      9.  The
        Investor is aware that the Certificate may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E
        of the
        Code and that the transferor of a noneconomic residual interest will remain
        liable for any taxes due with respect to the income on such residual interest,
        unless no significant purpose of the transfer was to impede the assessment
        or
        collection of tax.

       

      10.  The
        Investor will not cause income from the Certificate to be attributable to
        a
        foreign permanent establishment or fixed base, within the meaning of an
        applicable income tax treaty, of the Investor or any other United States
        Person.

       

      11.  Check
        one
        of the following:

       

      o  The
        Transfer
        of the Certificate complies with U.S. Treasury Regulation Sections
        1.860E-1(c)(7) and (8) and, accordingly:

       

      (i)          
         the
        present value of the anticipated tax liabilities associated with holding
        the
        Certificate does not exceed the sum of:

       

      
        	 	
                (a)

              	
                the
                  present value of any consideration given to the Investor to acquire
                  such
                  Certificate;

              


      

       

      
        	 	
                (b)

              	
                the
                  present value of the expected future distributions on such Certificate;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  present value of the anticipated tax savings associated with holding
                  such
                  Certificate as the related REMIC generates losses;
                  and

              


      

       

      (ii)         
         the
        Transfer of the Certificate will not result in such Certificate being held,
        directly or indirectly, by a foreign permanent establishment or fixed base,
        within the meaning of an applicable income tax treaty, of the Investor or
        any
        other United States Person.

       

      For
        purposes of the calculation in clause (i) above, (x) the Investor is assumed
        to
        pay tax at the highest rate currently specified in Section 11(b)(1) of the
        Code
        (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of
        the highest rate specified in Section 11(b)(1) of the Code if the Investor
        has
        been subject to the alternative minimum tax under Section 55 of the Code
        in the
        preceding two years and will compute its taxable income in the current taxable
        year using the alternative minimum tax rate) and (y) present values are computed
        using a discount rate equal to the short-term Federal rate prescribed by
        Section
        1274(d) of the Code for the month of the transfer and the compounding period
        used by the Investor.

       

      o  The
        Transfer of the
        Certificate complies with U.S. Treasury Regulation Sections 1.860E-1(c)(5)
        and
        (6) and, accordingly:

       

      
        	 	
                (i)

              	
                the
                  Investor is an “eligible corporation,” as defined in U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(i), as to which income from the
                  Certificate will only be taxed in the United
                  States;

              


      

       

      
        	 	
                (ii)

              	
                at
                  the time of the Transfer, and at the close of the Investor’s two fiscal
                  years preceding the fiscal year of the transfer, the Investor had
                  gross
                  assets for financial reporting purposes (excluding any obligation
                  of a
                  “related person” to the Investor within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
                  purpose of which is to permit the Investor to satisfy the condition
                  of
                  this clause (ii)) in excess of $100 million and net assets in excess
                  of
                  $10 million;

              


      

       

      
        	 	
                (iii)

              	
                the
                  Investor will transfer the Certificate only to another “eligible
                  corporation,” as defined in U.S. Treasury Regulation Section
                  1.860E-1(c)(6)(i), in a transaction in which the requirements of
                  U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
                  and -1(c)(5) are satisfied and, accordingly, the subsequent transferee
                  provides a similar affidavit with this box checked;
                  and

              


      

       

      
        	 	
                (iv)

              	
                the
                  Investor determined the consideration paid to it to acquire the
                  Certificate based on reasonable market assumptions (including,
                  but not
                  limited to, borrowing and investment rates, prepayment and loss
                  assumptions, expense and reinvestment assumptions, tax rates and
                  other
                  factors specific to the Investor) that it has determined in good
                  faith and
                  has concluded that such consideration, together with other assets
                  of the
                  Investor, will be sufficient to cover the taxes associated with
                  the
                  Certificate.

              


      

       

      o  None
        of the
        above.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to authority of its Board of Directors, by its [Title of
        Officer] this ____ day of _________, 20__.

       

      
        	 	 	 	 	 	 	
                [NAME
                  OF INVESTOR]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	
                Name:

              	
                [Name
                  of Officer]

              
	 	 	 	 	 	 	
                Title:

              	
                [Title
                  of Officer]

              
	 	 	 	 	 	 	 	
                [Address
                  of Investor for receipt of distributions]

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Address
                  of Investor for receipt of tax
                  information:

              


      

       

      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Investor, and acknowledged to me that he/she executed the
        same
        as his/her free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        D

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

      ______________,
        200___

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      LaSalle
        Bank National Association

      135
        South
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603

       

      Attention:
        Bear Stearns Asset Backed Securities Trust 2007-AQ2

       

      
        	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I Trust 2007-AQ2, Asset-Backed
                  Certificates, Series 2007-AQ2 (the “Certificates”), including the Class
                  ___

                Certificates
                  (the “Privately Offered
                  Certificates”)

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
        Certificates, Series 2007-AQ2, Class _____ (the “Certificates”), issued pursuant
        to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
        dated as of February 1, 2007, among Bear Stearns Asset Backed Securities
        I LLC,
        as depositor (the “Depositor”), EMC Mortgage Corporation, as seller and as
        master servicer, and LaSalle Bank National Association, as trustee (the
“Trustee”). The Seller hereby certifies, represents and warrants to, a covenants
        with, the Depositor and the Trustee that:

       

      Neither
        the Seller nor anyone acting on its behalf (a) has offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate 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 Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        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 Certificates under the Securities Act of
        1933
        (the “Act”), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Seller will not act in
        any
        manner set forth in the foregoing sentence with respect to any Certificate.
        The
        Seller has not and will not sell or otherwise transfer any of the Certificates,
        except in compliance with the provisions of the Pooling and Servicing
        Agreement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                ___________________________________________

              
	 	 	 	 	 	 	 	
                (Seller)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        E

       

      FORM
        OF
        INVESTMENT LETTER (NON RULE 144A)

       

      [Date]

      [SELLER]

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      LaSalle
        Bank National Association

      135
        South
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603

       

      
        	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I Trust 2007-AQ2, Asset-Backed
                  Certificates, Series 2007-AQ2 (the “Certificates”), including the Class
                  ___

                Certificates
                  (the “Privately Offered
                  Certificates”)

              


      

       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Privately Offered Certificates, we confirm
        that:

       

      
        	 	
                (i)

              	
                we
                  understand that the Privately Offered Certificates are not being
                  registered under the Securities Act of 1933, as amended (the “Act”) or any
                  applicable state securities or “Blue Sky” laws, and are being sold to us
                  in a transaction that is exempt from the registration requirements
                  of such
                  laws;

              
	 	 	 
	 	
                (ii)

              	
                any
                  information we desired concerning the Certificates, including the
                  Privately Offered Certificates, the trust in which the Certificates
                  represent the entire beneficial ownership interest (the “Trust”) or any
                  other matter we deemed relevant to our decision to purchase Privately
                  Offered Certificates has been made available to us;

              
	 	 	 
	 	
                (iii)

              	
                we
                  are able to bear the economic risk of investment in Privately Offered
                  Certificates; we are an institutional “accredited investor” as defined in
                  Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
                  the Act
                  and a sophisticated institutional investor;

              
	 	 	 
	 	
                (iv)

              	
                we
                  are acquiring Privately Offered Certificates for our own account,
                  not as
                  nominee for any other person, and not with a present view to any
                  distribution or other disposition of the Privately Offered
                  Certificates;

              
	 	 	 
	 	
                (v)

              	
                we
                  agree the Privately Offered Certificates must be held indefinitely
                  by us
                  (and may not be sold, pledged, hypothecated or in any way disposed
                  of)
                  unless subsequently registered under the Act and any applicable
                  state
                  securities or “Blue Sky” laws or an exemption from the registration
                  requirements of the Act and any applicable state securities or
“Blue Sky”
                  laws is available;

              
	 	 	 
	 	
                (vi)

              	
                we
                  agree that in the event that at some future time we wish to dispose
                  of or
                  exchange any of the Privately Offered Certificates (such disposition
                  or
                  exchange not being currently foreseen or contemplated), we will
                  not
                  transfer or exchange any of the Privately Offered Certificates
                  unless:

              
	 	 	 
	 	 	
                (A)
                  (1) the sale is to an Eligible Purchaser (as defined below), (2)
                  if
                  required by the Pooling and Servicing Agreement (as defined below)
                  a
                  letter to substantially the same effect as either this letter or,
                  if the
                  Eligible Purchaser is a Qualified Institutional Buyer as defined
                  under
                  Rule 144A of the Act, the Rule 144A and Related Matters Certificate
                  in the
                  form attached to the Pooling and Servicing Agreement (as defined
                  below)
                  (or such other documentation as may be acceptable to the Trustee)
                  is
                  executed promptly by the purchaser and delivered to the addressees
                  hereof
                  and (3) all offers or solicitations in connection with the sale,
                  whether
                  directly or through any agent acting on our behalf, are limited
                  only to
                  Eligible Purchasers and are not made by means of any form of general
                  solicitation or general advertising whatsoever; and

              
	 	 	 
	 	 	
                (B)
                  if the Privately Offered Certificate is not registered under the
                  Act (as
                  to which we acknowledge you have no obligation), the Privately
                  Offered
                  Certificate is sold in a transaction that does not require registration
                  under the Act and any applicable state securities or “blue sky” laws and,
                  if LaSalle Bank National Association (the “Trustee”) so requests, a
                  satisfactory Opinion of Counsel is furnished to such effect, which
                  Opinion
                  of Counsel shall be an expense of the transferor or the
                  transferee;

              
	 	 	 
	 	
                (vii)

              	
                we
                  agree to be bound by all of the terms (including those relating
                  to
                  restrictions on transfer) of the Pooling and Servicing, pursuant
                  to which
                  the Trust was formed; we have reviewed carefully and understand
                  the terms
                  of the Pooling and Servicing Agreement;

              
	 	 	 
	 	
                (viii)

              	
                we
                  either: (i) are not acquiring the Privately Offered Certificate
                  directly
                  or indirectly by, or on behalf of, an employee benefit plan or
                  other
                  retirement arrangement which is subject to Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, and/or section
                  4975 of
                  the Internal Revenue Code of 1986, as amended, or (ii) in the case
                  of the
                  Privately Offered Certificates, have provided the Opinion of Counsel
                  required by the Agreement. 

              
	 	 	 
	 	
                (ix)

              	
                We
                  understand that each of the Privately Offered Certificates bears,
                  and will
                  continue to bear, a legend to substantiate the following effect:
                  THIS
                  CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
                  SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                  AGREES
                  THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                  APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                  PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                  OF A
                  QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                  RESALE,
                  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                  (2)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
                  UNDER THE
                  SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                  “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                  501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY
                  ENTITY IN
                  WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                  NOT
                  FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
                  (A) THE
                  RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
                  IN
                  THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
                  EVIDENCE
                  ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
                  TRANSFER IS
                  IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
                  OR IN EACH
                  CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                  STATES AND ANY OTHER APPLICABLE JURISDICTION. 

              
	 	 	 
	 	 	
                [In
                  the case of the Class P, Class CE, Class R-1, Class R-2, Class
                  R-3 and
                  Class RX Certificates]: NO
                  TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS
                  THE
                  TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION
                  6.02(h) OF
                  THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE
                  THAT
                  THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER
                  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT
                  PROHIBITED
                  TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
                  SECURITY
                  ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT
                  SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION
                  OR
                  LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE
                  AGREEMENT.

                 

                [In
                  the case of the Class CE Certificates]: NO
                  TRANSFER OF ANY CLASS CE CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED
                  TRANSFEREE OF SUCH CLASS CE CERTIFICATE PROVIDES TO THE TRUSTEE
                  THE
                  APPROPRIATE TAX CERTIFICATION FORM THAT WOULD ELIMINATE ANY WITHHOLDING
                  OR
                  DEDUCTION FOR TAXES FROM AMOUNTS PAYABLE TO THE SWAP ADMINISTRATOR,
                  ON
                  BEHALF OF THE SUPPLEMENTAL INTEREST TRUST, PURSUANT TO THE INTEREST
                  RATE
                  SWAP AGREEMENT BY THE SWAP PROVIDER (I.E., IRS FORM W-9 OR IRS
                  FORM
                  W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR
                  FORM
                  THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION OF
                  ANY SUCH
                  FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY REGULATIONS
                  AND
                  (III) PROMPTLY UPON LEARNING THAT SUCH FORM HAS BECOME OBSOLETE
                  OR
                  INCORRECT, AND IN THE CASE OF ANY TRANSFER OF THE CLASS CE CERTIFICATES
                  THAT WOULD CAUSE THE SUPPLEMENTAL INTEREST TRUST TO BE BENEFICIALLY
                  OWNED
                  BY TWO OR MORE PERSONS FOR FEDERAL INCOME TAX PURPOSES, AGREES
                  TO COMPLY
                  WITH SUCH OTHER PROVISIONS IN THE AGREEMENT AS MAY APPLY IN SUCH
                  CASE,
                  EACH AS A CONDITION TO SUCH TRANSFER. UNDER THE AGREEMENT, UPON
                  RECEIPT OF
                  ANY SUCH TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS
                  CE
                  CERTIFICATE, THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION FORM
                  PROVIDED TO IT TO THE SUPPLEMENTAL INTEREST TRUST TRUSTEE. THE
                  SUPPLEMENTAL INTEREST TRUST TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
                  FORM PROVIDED TO IT TO THE SWAP PROVIDER. EACH HOLDER OF A CLASS
                  CE
                  CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED TO HAVE
                  CONSENTED
                  TO THE SUPPLEMENTAL INTEREST TRUST TRUSTEE FORWARDING TO THE SWAP
                  PROVIDER
                  ANY SUCH TAX CERTIFICATION FORM IT HAS PROVIDED AND UPDATED IN
                  ACCORDANCE
                  WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES OR TRANSFERS
                  OF ANY
                  CLASS CE CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY WITH
                  THESE
                  REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE
                  AGREEMENT.

              


      

       

      “Eligible
        Purchaser”
means
        a
        corporation, partnership or other entity which we have reasonable grounds
        to
        believe and do believe (i) can make representations with respect to itself
        to
        substantially the same effect as the representations set forth herein, and
        (ii)
        is either a Qualified Institutional Buyer as defined under Rule 144A of the
        Act
        or an institutional “Accredited Investor” as defined under Rule 501 of the
        Act.

       

      Terms
        not
        otherwise defined herein shall have the meanings assigned to them in the
        Pooling
        and Servicing Agreement, dated as of February 1, 2007, among Bear Stearns
        Asset
        Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller
        and
        as master servicer and LaSalle Bank National Association, as Trustee (the
        “Pooling and Servicing Agreement’).

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      Name
        of
        Nominee (if any): __________________________

      
 

      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ___
        day of ________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Attorney-in-fact)

              


      

      


      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Attorney-in-fact)

              


      

      


      


      EXHIBIT
        F

       

      FORM
        OF
        RULE 144A AND RELATED MATTERS CERTIFICATE

       

      [SELLER]

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      LaSalle
        Bank National Association

      135
        South
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603

       

      
        	
                Re:

              	
                Bear
                  Stearns Asset Backed Securities I Trust 2007-AQ2, Asset-Backed
                  Certificates, Series 2007-AQ2 (the “Certificates”), including the Class __
                  

                Certificates
                  (the “Privately Offered
                  Certificates”)

              


      

       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Privately Offered Certificates, the undersigned
        certifies to each of the parties to whom this letter is addressed that it
        is a
        qualified institutional buyer (as defined in Rule 144A under the Securities
        Act
        of 1933, as amended (the “Act”)) as follows:

       

      1. It
        owned
        and/or invested on a discretionary basis eligible securities (excluding
        affiliate’s securities, bank deposit notes and CD’s, loan participations,
        repurchase agreements, securities owned but subject to a repurchase agreement
        and swaps), as described below:

       

      Date:
        ______________, 20__ (must be on or after the close of its most recent fiscal
        year)

       

      Amount:
        $
        _____________________; and

       

      2. The
        dollar amount set forth above is:

       

      
        	 	
                a.

              	
                greater
                  than $100 million and the undersigned is one of the following
                  entities:

              


      

       

      
        	 	
                (1)

              	
                [
                  ]

              	
                an
                  insurance company as defined in Section 2(13) of the Act1 ;
                  or

              
	 	 	 	 
	 	
                (2)

              	
                [
                  ]

              	
                an
                  investment company registered under the Investment Company Act
                  or any
                  business development company as defined in Section 2(a)(48) of
                  the
                  Investment Company Act of 1940; or

              
	 	 	 	 
	 	
                (3)

              	
                [
                  ]

              	
                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; or

              
	 	 	 	 
	 	
                (4)

              	
                [
                  ]

              	
                a
                  plan (i) established and maintained by a state, its political
                  subdivisions, or any agency or instrumentality of a state or its
                  political
                  subdivisions, the laws of which permit the purchase of securities
                  of this
                  type, for the benefit of its employees and (ii) the governing investment
                  guidelines of which permit the purchase of securities of this type;
                  or

              
	 	 	 	 
	 	
                (5)

              	
                [
                  ]

              	
                a
                  business development company as defined in Section 202(a)(22) of
                  the
                  Investment Advisers Act of 1940; or

              
	 	 	 	 
	 	
                (6)

              	
                [
                  ]

              	
                a
                  corporation (other than a U.S. bank, savings and loan association
                  or
                  equivalent foreign institution), partnership, Massachusetts or
                  similar
                  business trust, or an organization described in Section 501(c)(3)
                  of the
                  Internal Revenue Code; or

              
	 	 	 	 
	 	
                (7)

              	
                [
                  ]

              	
                a
                  U.S. bank, savings and loan association or equivalent foreign institution,
                  which has an audited net worth of at least $25 million as demonstrated
                  in
                  its latest annual financial statements; or

              
	 	 	 	 
	 	
                (8)

              	
                [
                  ]

              	
                an
                  investment adviser registered under the Investment Advisers Act;
                  or

              
	 	 	 	 
	 	
                b.

              	
                [
                  ]

              	
                greater
                  than $10 million, and the undersigned is a broker-dealer registered
                  with
                  the SEC; or

              
	 	 	 	 
	 	
                c.

              	
                [
                  ]

              	
                less
                  than $10 million, and the undersigned is a broker-dealer registered
                  with
                  the SEC and will only purchase Rule 144A securities in transactions
                  in
                  which it acts as a riskless principal (as defined in Rule 144A);
                  or

              
	 	 	 	 
	 	
                d.

              	
                [
                  ]

              	
                less
                  than $100 million, and the undersigned is an investment company
                  registered
                  under the Investment Company Act of 1940, which, together with
                  one or more
                  registered investment companies having the same or an affiliated
                  investment adviser, owns at least $100 million of eligible securities;
                  or

              
	 	 	 	 
	 	
                e.

              	
                [
                  ]

              	
                less
                  than $100 million, and the undersigned is an entity, all the equity
                  owners
                  of which are qualified institutional
                  buyers.

              


      

       

      The
        undersigned further certifies that it is purchasing a Privately Offered
        Certificate for its own account or for the account of others that independently
        qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
        that the sale of the Privately Offered Certificates is being made in reliance
        on
        its continued compliance with Rule 144A. It is aware that the transferor
        may
        rely on the exemption from the provisions of Section 5 of the Act provided
        by
        Rule 144A. The undersigned understands that the Privately Offered Certificates
        may be resold, pledged or transferred only to (i) 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 in Rule 144A, or (ii)
        an
        institutional “accredited investor,” as such term is defined under Rule 501 of
        the Act in a transaction that otherwise does not constitute a public
        offering.

       

      The
        undersigned agrees that if at some future time it wishes to dispose of or
        exchange any of the Privately Offered Certificates, it will not transfer
        or
        exchange any of the Privately Offered Certificates to a Qualified Institutional
        Buyer without first obtaining a Rule 144A and Related Matters Certificate
        in the
        form hereof from the transferee and delivering such certificate to the
        addressees hereof. Prior to making any transfer of Privately Offered
        Certificates, if the proposed Transferee is an institutional “accredited
        investor,” the transferor shall obtain from the transferee and deliver to the
        addressees hereof an Investment Letter in the form attached to the Pooling
        and
        Servicing Agreement, dated as of February 1, 2007, among Bear Stearns Asset
        Backed Securities I LLC, as depositor, EMC Mortgage Corporation, as seller
        and
        as master servicer, and LaSalle Bank National Association, as Trustee, pursuant
        to which the Certificates were issued.

       

      The
        undersigned certifies that it either: (i) is not acquiring the Privately
        Offered
        Certificate directly or indirectly by, or on behalf of, an employee benefit
        plan
        or other retirement arrangement which is subject to Title I of the Employee
        Retirement Income Security Act of 1974, as amended, and/or section 4975 of
        the
        Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately
        Offered Certificates, has provided the Opinion of Counsel required by the
        Agreement.

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      Name
        of
        Nominee (if any): _______________________________________

      


      

        

        
          1 A
            purchase by an insurance company for one or more of its separate accounts,
            as
            defined by Section 2(a)(37) of the Investment Company Act of 1940, which
            are
            neither registered nor required to be registered thereunder, shall be
            deemed to
            be a purchase for the account of such insurance
            company.

        

      


      


      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ____
        day of ___________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Attorney-in-fact)

              


      

       


      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Attorney-in-fact)

              


      

      


       

      EXHIBIT
        G

       

      FORM
        OF
        REQUEST FOR RELEASE

       

      
        	
                To:

              	
                LaSalle
                  Bank National Association

              


      

      
        	 	
                135
                  South LaSalle Street, Suite 1511

              


      

      
        	 	
                Chicago,
                  Illinois 60603

              


      

       

      
        	
                RE:

              	
                Pooling
                  and Servicing Agreement, dated as of February 1, 2007, among Bear
                  Stearns
                  Asset Backed Securities I LLC, as Depositor, EMC Mortgage Corporation,
                  as
                  seller and as master servicer, and LaSalle Bank National Association,
                  as
                  Trustee

              


      

      


      In
        connection with the administration of the Mortgage Loans held by you pursuant
        to
        the above-captioned Pooling and Servicing Agreement, we request the release,
        and
        hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described
        below, for the reason indicated.

       

      Mortgagor’s
        Name, Address & Zip Code:

       

      Mortgage
        Loan Number:

       

      Reason
        for Requesting Documents (check one):

       

      
        	
                _____

              	
                1.

              	
                Mortgage
                  Loan paid in full. ([The Master Servicer] [The Trustee] hereby
                  certifies
                  that all amounts received in connection therewith have been credited
                  to
                  ______________________________.)

              
	 	 	 
	
                _____

              	
                2.

              	
                Mortgage
                  Loan in foreclosure.

              
	 	 	 
	
                _____

              	
                3.

              	
                Repurchase.
                  (The [Master Servicer] [Trustee] hereby certifies that the repurchase
                  price has been credited to ________________________.)

              
	 	 	 
	
                _____

              	
                4.

              	
                A
                  Mortgage Loan liquidated by _________________________. ([The Master
                  Servicer] [The Trustee] hereby certifies that all proceeds of the
                  foreclosure, insurance, condemnation or other liquidation have
                  been
                  finally received and credited to
                  ______________________.)

              
	 	 	 
	
                _____

              	
                5.

              	
                Other
                  (explain)

              	 


      

      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (authorized
                  signer)

              
	 	 	 	 	 	 	 	
                Issuer:
                  

              	 
	 	 	 	 	 	 	 	
                Address:
                  

              	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Date:

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        H

       

      DTC
        Letter of Representations

      


      See
        Tab
        #25

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

       

      Schedule
        of Mortgage Loans with Lost Notes

      


      [Provided
        upon request]

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




      EXHIBIT
        J

       

      FORM
        OF CUSTODIAL AGREEMENT

       

      THIS
        CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of February 28, 2007, by and among LASALLE BANK NATIONAL
        ASSOCIATION, not individually but solely as trustee under the Pooling and
        Servicing Agreement defined below (in such capacity, including its successors
        under the Pooling and Servicing Agreement defined below, the “Trustee”) and as
        custodian (in such capacity, together with any successor in interest or any
        successor appointed hereunder, the “Custodian”), BEAR STEARNS ASSET BACKED
        SECURITIES I LLC, as depositor (together with any successor in interest,
        the
“Depositor”), EMC MORTGAGE CORPORATION, as a seller (in such capacity, “EMC”)
        and as master servicer (in such capacity, together with any successor in
        interest or successor under the Pooling and Servicing Agreement referred
        to
        below, the “Master Servicer”) and MASTER FUNDING LLC, as a seller (“Master
        Funding”, and together with EMC, the “Sellers”). 

       

      WITNESSETH
        THAT:

       

      WHEREAS,
        the Depositor, EMC, the Master Servicer and the Trustee have entered into
        a
        Pooling and Servicing Agreement, dated as of February 1, 2007, relating to
        the
        issuance of Bear Stearns Asset Backed Securities I Trust 2007-AQ2, Asset-Backed
        Certificates, Series 2007-AQ2 (as in effect on the date of this Agreement,
        the
“Original Pooling and Servicing Agreement,” and as amended and supplemented from
        time to time, the “Pooling and Servicing Agreement”). 

       

      WHEREAS,
        the Custodian has agreed to act as agent for the Trustee on behalf of the
        Certificateholders for the purposes of receiving and holding certain documents
        and other instruments delivered by the Depositor, the Sellers or the Master
        Servicer under the Pooling and Servicing Agreement, all upon the terms,
        conditions and obligations and subject to the limitations hereinafter set
        forth.
        In the event any custodian terms, conditions and obligations are defined
        in the
        Pooling and Servicing Agreement, this custodial agreement shall supercede;
        

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements hereinafter set forth, the Trustee, the Depositor, the Sellers,
        the
        Master Servicer and the Custodian hereby agree as follows:

       

      ARTICLE
        I.

      DEFINITIONS

       

      Section
        1.1.  Definitions.
        For
        purposes of this Agreement, the following terms shall have the indicated
        meanings unless the context or use indicates another or different meaning
        and
        intent, the definitions of such terms are equally applicable to the singular
        and
        the plural forms of such terms, the words “herein,” “hereof” and “hereunder” and
        other words of similar import refer to this Agreement as a whole and not
        to any
        particular section or other subdivision, and section references refer to
        sections of this Agreement.

       

      "Business
        Day"
        shall
        mean any day other than (i) a Saturday or a Sunday, or (ii) a day on which
        banking institutions in The City of New York, New York, Chicago, Illinois,
        Minneapolis, Minnesota or any city in which the Corporate Trust Office of
        the
        Trustee or the principal office of the Master Servicer is located are authorized
        or obligated by law or executive order to be closed.

      


      “Closing
        Date”
shall
        mean February 28, 2007. 

      


      “EMC
        Flow Loans”
        shall
        mean the Mortgage Loans purchased by EMC pursuant to a flow loan agreement.
        

      


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

      


      “MERS
        Mortgage Loan”
shall
        mean any Mortgage Loan registered with MERS on the MERS® system.

      


      “MERS®
        System”
shall
        mean the system of recording transfers of Mortgages electronically maintained
        by
        MERS.

      


      “MIN”
shall
        mean the Mortgage Identification Number for Mortgage Loans registered with
        MERS
        on the MERS System.

      


      “MOM
        Loan”
shall
        mean 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.

      


      “Mortgage”
shall
        mean the mortgage, deed of trust or other instrument creating a first lien
        on or
        first priority ownership interest in an estate in fee simple in real property
        securing a Mortgage Note.

       

      “Mortgage
        Assignment”
shall
        mean an assignment of the Mortgage in recordable form, sufficient under the
        laws
        of the jurisdiction wherein the Mortgaged Property is located to reflect
        the
        sale of the Mortgage.

      


      “Mortgage
        File”
shall
        have the meaning set forth in Section 2 hereof.

      


      “Mortgage
        Loan”
shall
        mean a first lien mortgage loan on a one-to-four family residential
        property.

      


      “Mortgage
        Loan Schedule”
shall
        mean the electronic schedule of Mortgage Loans identified in Schedule
        A.

      


      “Mortgaged
        Property”
shall
        mean the real property securing repayment of a Mortgage Loan.

      


      “Mortgagor”
shall
        mean the obligor on a Mortgage Note.

      


      “Note”
shall
        mean any promissory note or other evidence of indebtedness evidencing the
        indebtedness of a Mortgagor under a Mortgage Loan.

      


      “Servicer”
shall
        mean the related servicer of the Mortgage Loans as designated by
        Owner.

      Any
        capitalized terms used in this Agreement and not defined herein shall have
        the
        meanings assigned in the Original Pooling and Servicing Agreement, unless
        otherwise required by the context herein.

       

      ARTICLE
        II.

      CUSTODY
        OF MORTGAGE DOCUMENTS

       

      Section
        2.1.  Custodian
        to Act as Agent: Acceptance of Mortgage Files.
        The
        Custodian, as the duly appointed custodial agent of the Trustee for these
        purposes, acknowledges (subject to any exceptions noted in the Initial
        Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
        relating to the Mortgage Loans identified on the Schedule attached hereto
        (the
“Mortgage Loan Schedule”) and declares that it holds and will hold such Mortgage
        Files as agent for the Trustee, in trust, for the use and benefit of all
        present
        and future Certificateholders.

       

      Section
        2.2.  Recordation
        of Assignments.
        If any
        Mortgage File includes one or more assignments of Mortgage that have not
        been
        recorded and the related Mortgage Loan is not a MERS Loan or the Custodian
        has
        not received written instructions from the related Seller or the Trustee
        that
        the related Mortgaged Properties are located in jurisdictions under the laws
        of
        which the recordation of such assignment is not necessary to protect the
        Trustee’s interest therein, each such assignment shall be delivered by the
        Custodian to the related Seller for the purpose of recording it in the
        appropriate public office for real property records, and the Sellers, at
        no
        expense to the Custodian, shall promptly cause to be recorded in the appropriate
        public office for real property records each such assignment of Mortgage
        and,
        upon receipt thereof from such public office, shall return each such assignment
        of Mortgage to the Custodian.

       

      Section
        2.3.  Review
        of Mortgage Files.

       

      (a)  The
        documents set forth in the definition “Mortgage File” herein shall be delivered
        and released to the Custodian relating to each of the Mortgage Loans to be
        purchased on a Closing Date. The related Mortgage Loans shall be identified
        in
        the Mortgage Loan Schedule in electronic format which shall be delivered
        to the
        Custodian at least two Business Days prior to each Closing Date. On or prior
        to
        the Closing Date, the Custodian shall deliver to EMC and the Trustee an Initial
        Certification in the form annexed hereto as Exhibit One evidencing receipt
        (subject to any exceptions noted therein) of a Mortgage File for each of
        the
        Mortgage Loans listed on Schedule A attached hereto (the “Mortgage Loan
        Schedule”).

       

      (b)  Within
        90
        days thereafter, the Custodian agrees, for the benefit of Certificateholders,
        to
        review each such document, and shall deliver to EMC, the Master Servicer
        and the
        Trustee an Interim Certification in the form annexed hereto as Exhibit Two
        to
        the effect that all such documents have been executed and received and that
        such
        documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
        except for any exceptions listed on Schedule A attached to such Interim
        Certification. The Custodian shall be under no duty or obligation to inspect,
        review or examine said documents, instruments, certificates or other papers
        to
        determine that the same are genuine, enforceable, or appropriate for the
        represented purpose or that they have actually been recorded or that they
        are
        other than what they purport to be on their face.

       

      (c)  Not
        later
        than 180 days after the Closing Date, the Custodian shall review, for the
        benefit of Certificateholders, the Mortgage Files and deliver to EMC, the
        Master
        Servicer and the Trustee a Final Certification in the form annexed hereto
        as
        Exhibit Three evidencing whether each document required to be recorded has
        been
        returned from the recording office with evidence of recording thereon and
        the
        Custodian has received either an original or a copy thereof. If the Custodian
        finds any document missing, or to be unrelated, determined on the basis of
        the
        mortgagor name, original principal balance and loan number, to the mortgage
        loans identified on the Mortgage Loan Schedule or to appear defective on
        its
        face, the Custodian shall note such defect in the exception report attached
        to
        the Final Certification and shall promptly notify the Trustee. 

       

      (d)  In
        reviewing the Mortgage Files as provided herein, the Custodian shall make
        no
        representation as to and shall not be responsible to verify (i) the validity,
        legality, enforceability, due authorization, recordability, sufficiency or
        genuineness of any of the documents included in any Mortgage File or (ii)
        the
        collectibility, insurability, effectiveness or suitability of any of the
        documents in any Mortgage File.

       

      In
        performing any such review, the Custodian may conclusively rely on the purported
        due execution and genuineness of any such document and on the purported
        genuineness of any signature thereon.

       

      Upon
        receipt of written request from the Trustee, the Custodian shall as soon
        as
        practicable supply the Trustee with a list of all of the documents relating
        to
        the Mortgage Loans missing from the Mortgage Files.

       

      Section
        2.4.  Custodian
        to Cooperate: Release of Mortgage Files.
        Upon
        receipt of written notice per Exhibit Four or Electronic Release Request
        per
        Exhibit Six from the Trustee that EMC has repurchased a Mortgage Loan pursuant
        to Article II of the Pooling and Servicing Agreement, and a request for release
        (a “Request for Release”) confirming that the purchase price therefor has been
        paid as required under the Pooling and Servicing Agreement, then the Custodian
        agrees to promptly release to EMC the related Mortgage File.

       

      Upon
        the
        Custodian’s receipt of a Request for Release substantially in the form of
        Exhibit Four attached hereto or Electronic Release Request per Exhibit Six,
        stating that it has received payment in full of a Mortgage Loan or that payment
        in full will be escrowed in a manner customary for such purposes, the Custodian
        agrees promptly to release to the Master Servicer, the related Mortgage File.
        The Depositor shall deliver to the Custodian and the Custodian agrees to
        review
        in accordance with the provisions of the Custodial Agreement the Mortgage
        Note
        and other documents constituting the Mortgage File with respect to any
        Replacement Mortgage Loan.

       

      From
        time
        to time as is appropriate for the servicing or foreclosure of any Mortgage
        Loan,
        the Master Servicer shall deliver to the Custodian a Request for Release
        per
        Exhibit Four or Electronic Release Request per Exhibit Five requesting that
        possession of all of the Mortgage File be released to the Master Servicer
        and
        certifying as to the reason for such release. Upon receipt of the foregoing,
        the
        Custodian shall deliver the Mortgage File to the Master Servicer. All Mortgage
        Files so released to the Master Servicer shall be held by it in trust for
        the
        Trustee for the use and benefit of all present and future Certificateholders.
        The Master Servicer shall cause each Mortgage File or any document therein
        so
        released to be returned to the Custodian when the need therefore by the Master
        Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated,
        or
        (ii) the Mortgage File or such document has been delivered to an attorney,
        or to
        a public trustee or other public official as required by law, for purposes
        of
        initiating or pursuing legal action or other proceedings for the foreclosure
        of
        the Mortgaged Property.

       

      Section
        2.5.  Assumption
        Agreements.
        In the
        event that any assumption agreement, substitution of liability agreement
        or sale
        of servicing agreement is entered into with respect to any Mortgage Loan
        subject
        to this Agreement, the Master Servicer shall notify the Custodian that such
        assumption or substitution agreement has been completed by forwarding to
        the
        Custodian the original of such assumption or substitution agreement, which
        shall
        be added to the related Mortgage File and, for all purposes, shall be considered
        a part of such Mortgage File to the same extent as all other documents and
        instruments constituting parts thereof.

       

      ARTICLE
        III.

      CONCERNING
        THE CUSTODIAN

       

      Section
        3.1.  Custodian
        a Bailee and Agent of the Trustee.
        With
        respect to each Mortgage Note, Mortgage and other documents constituting
        each
        Mortgage File which are delivered to the Custodian, the Custodian is exclusively
        the bailee and custodial agent of the Trustee and has no instructions to
        hold
        any Mortgage Note or Mortgage for the benefit of any person other than the
        Trustee and the Certificateholders and undertakes to perform such duties
        and
        only such duties as are specifically set forth in this Agreement. Except
        upon
        compliance with the provisions of Section 2.4 of this Agreement, no Mortgage
        Note, Mortgage or Mortgage File shall be delivered by the Custodian to the
        Sellers, the Depositor or the Master Servicer or otherwise released from
        the
        possession of the Custodian.

       

      Section
        3.2.  Custodian
        May Own Certificates.
        The
        Custodian in its individual or any other capacity may become the owner or
        pledgee of interests in the Mortgage Loans with the same rights it would
        have if
        it were not Custodian.

       

      Section
        3.3.  Trustee
        to Pay Custodian’s Fees.
        The
        Trustee covenants and agrees to pay to the Custodian from time to time, and
        the
        Custodian shall be entitled to, reasonable compensation for all services
        rendered by it in the exercise and performance of any of the powers and duties
        hereunder of the Custodian. 

       

      Section
        3.4.  Custodian
        May Resign; Trustee May Remove Custodian.
        The
        Custodian may resign from the obligations and duties hereby imposed upon
        it as
        such obligations and duties relate to its acting as Custodian of the Mortgage
        Loans. Upon receiving such written notice of resignation, the Trustee shall
        either take custody of the Mortgage Files itself and give prompt written
        notice
        thereof to the Depositor, the Master Servicer and the Custodian, or promptly
        appoint a successor Custodian by written instrument, in duplicate, one copy
        of
        which instrument shall be delivered to the resigning Custodian and one copy
        to
        the successor Custodian. If the Trustee shall not have taken custody of the
        Mortgage Files and no successor Custodian shall have been so appointed and
        have
        accepted appointment within 30 days after the giving of such written notice
        of
        resignation, the resigning Custodian may petition any court of competent
        jurisdiction for the appointment of a successor Custodian.

       

      The
        Trustee may remove the Custodian at any time upon 60 days prior written notice
        to Custodian. In such event, the Trustee shall appoint, or petition a court
        of
        competent jurisdiction to appoint, a successor Custodian hereunder. Any
        successor Custodian shall be a depository institution subject to supervision
        or
        examination by federal or state authority shall be able to satisfy the other
        requirements contained in Section 3.6 and shall be unaffiliated with the
        Master
        Servicer and the Depositor.

       

      Any
        resignation or removal of the Custodian and appointment of a successor Custodian
        pursuant to any of the provisions of this Section 3.4 shall become effective
        upon acceptance of appointment by the successor Custodian. The Trustee shall
        give prompt notice to the Depositor and the Master Servicer of the appointment
        of any successor Custodian. Notwithstanding anything to the contrary set
        forth
        herein, no successor Custodian shall be appointed by the Trustee without
        the
        prior approval of the Depositor and the Master Servicer.

       

      Section
        3.5.  Merger
        or Consolidation of Custodian.
        Any
        Person into which the Custodian may be merged or converted or with which
        it may
        be consolidated, or any Person resulting from any merger, conversion or
        consolidation to which the Custodian shall be a party, or any Person succeeding
        to the business of the Custodian, shall be the successor of the Custodian
        hereunder, without the execution or filing of any paper or any further act
        on
        the part of any of the parties hereto, anything herein to the contrary
        notwithstanding; provided that such successor is a depository institution
        subject to supervision or examination by federal or state authority and is
        able
        to satisfy the other requirements contained in Section 3.6.

       

      Section
        3.6.  Representations
        of the Custodian.
        The
        Custodian hereby represents that it is a depository institution subject to
        supervision or examination by a federal or state authority, has a combined
        capital and surplus of at least $15,000,000 and is qualified to do business
        in
        the jurisdictions in which it will hold any Mortgage File.

       

      Section
        3.7.  Limitation
        on Liability.
        Neither
        the Custodian nor any of its directors, officers, agents or employees, shall
        be
        liable for any action taken or omitted to be taken by it or them hereunder
        or in
        connection herewith in good faith and believed (which belief may be based
        upon
        the opinion or advice of counsel selected by it in the exercise of reasonable
        care) by it or them to be within the purview of this Agreement, except for
        its
        or their own negligence, lack of good faith or willful
        misconduct.  The Custodian and any director, officer, employee or
        agent of the Custodian may rely in good faith on any document of any kind
        prima
        facie properly executed and submitted by any person respecting any matters
        arising hereunder. In no event shall the Custodian or its directors, officers,
        agents and employees be held liable for any special, indirect or consequential
        damages resulting from any action taken or omitted to be taken by it or them
        hereunder or in connection herewith even if advised of the possibility of
        such
        damages.

       

      Notwithstanding
        anything herein to the contrary, the Custodian agrees to indemnify the Trust
        Fund, the Trustee and each of their respective officers, directors and agents
        for any and all liabilities, obligations, losses, damages, payments, costs
        or
        expenses of any kind whatsoever that may be imposed on, incurred by or asserted
        against the Trustee or the Trust Fund, due to any negligent performance by
        the
        Custodian of its duties and responsibilities under this Agreement; provided,
        however, that the Custodian shall not be liable to any of the foregoing Persons
        for any amount and any portion of any such amount resulting from the willful
        misfeasance, bad faith or negligence of such person or the Custodian’s reliance
        on instructions from the Trustee or the Master Servicer. The provisions of
        this
        Section 3.7 shall survive the termination of this Custodial
        Agreement.

       

      LaSalle
        Bank National Association, as Custodian and in its individual capacity, and
        its
        directors, officers, employees and agents shall be entitled to indemnification
        and defense from the Trust Fund for any loss, liability or expense incurred
        without negligence, willful misconduct, bad faith on their part, arising
        out of,
        or in connection with, the acceptance or administration of the custodial
        arrangement created hereunder, including the costs and expenses of defending
        themselves against any claim or liability in connection with the exercise
        or
        performance of any of their powers or duties hereunder.

       

      Section
        3.8.  Limitation
        of Duties.
        The
        Custodian in its capacity as such:

       

      (a)  in
        the
        course of its review of the Mortgage Files, shall not be required to make
        determinations (1) of a legal nature or (2) as to the authority of any officer
        or agent of the Master Servicer, Trustee or other entity who has executed
        (or
        certified with respect to) any document which is part of the Mortgage File;
        

       

      (b)  shall
        have no duties or obligations other than those specifically set forth herein
        or
        as may subsequently be agreed upon in writing by the parties hereto and shall
        use the same degree of care and skill as is reasonably expected of financial
        institutions acting in comparable capacities;

       

      (c)  will
        be
        regarded as making no representations and having no responsibilities as to
        the
        validity, sufficiency, value, genuineness, ownership or transferability of
        any
        Mortgage Loans and will not be required to and will not make any representations
        as to the validity, value or genuineness of the Mortgage Loans;

       

      (d)  shall
        not
        be obligated to take any legal action hereunder which might in its judgment
        involve any expense or liability unless it has been furnished with reasonable
        indemnity;

       

      (e)  may
        rely
        on and shall be protected in acting upon any certificate, instrument, opinion,
        notice, letter, telegram or other document, or any security, delivered to
        it and
        reasonably believed by it to be genuine and to have been signed by the Master
        Servicer or the Trustee;

       

      (f)  may
        rely
        on and shall be protected in acting upon the written instructions of the
        Master
        Servicer or the Trustee and such employees and representatives of the Master
        Servicer and the Trustee, as applicable, may hereinafter designate in
        writing;

       

      (g)  may
        consult counsel satisfactory to it (including counsel for the Trustee or
        the
        Master Servicer) and the opinion of such counsel shall be full and complete
        authorization and protection in respect of any action taken, suffered, or
        omitted by it hereunder in good faith and in accordance with the opinion
        of such
        counsel (provided that the fees of such counsel in connection with such
        consultation and opinion shall be paid by the Custodian); and

       

      (h)  shall
        not
        be liable for any error of judgment, or for any act done or step taken or
        omitted by it, in good faith, or for any mistake of fact or law, or for anything
        which it may do or refrain from doing in connection therewith, except in
        the
        case of a breach of any of the Custodian’s obligations hereunder, negligence or
        willful misconduct.

       

      The
        Custodian shall be held to the same standard of conduct, and shall be entitled
        to the same protections, privileges and immunities as other custodians acting
        in
        a custodial capacity are generally afforded.

       

      No
        covenant or agreement contained herein shall be deemed to be the covenant
        or
        agreement of any member of the Board of Directors, or any director, officer,
        agent, employee or representative of the Trustee, Master Servicer or the
        Custodian in his or her individual capacity and none of such persons shall
        be
        subject to any personal liability or accountability by reason of the execution
        of this Agreement, whether by virtue of any constitution, statute or rule
        of law
        or by the enforcement of any assessment or penalty, or otherwise.

       

      ARTICLE
        IV.

      Compliance
        with Regulation AB

       

      Section
        4.1.  Intent
        of the Parties; Reasonableness.
        The
        parties hereto acknowledge and agree that the purpose of this Article IV
        is to
        facilitate compliance by the Depositor with the provisions of Regulation
        AB and
        related rules and regulations of the Commission. The Depositor shall not
        exercise its right to request delivery of information or other performance
        under
        these provisions other than in good faith, or for purposes other than compliance
        with the Securities Act, the Exchange Act and the rules and regulations of
        the
        Commission under the Securities Act and the Exchange Act. Each of the parties
        hereto acknowledges that interpretations of the requirements of Regulation
        AB
        may change over time, whether due to interpretive guidance provided by the
        Commission or its staff, consensus among participants in the mortgage-backed
        securities markets, advice of counsel, or otherwise, and agrees to comply
        with
        requests made by the Depositor in good faith for delivery of information
        under
        these provisions on the basis of evolving interpretations of Regulation AB.
        The
        Custodian shall cooperate reasonably with the Depositor to deliver to the
        Depositor (including any of its assignees or designees), any and all disclosure,
        statements, reports, certifications, records and any other information necessary
        in the reasonable, good faith determination of the Depositor to permit the
        Depositor to comply with the provisions of Regulation AB.

       

      Section
        4.2.  Additional
        Representations and Warranties of the Custodian.
        

       

      (a)  The
        Custodian shall be deemed to represent to the Depositor as of the date hereof
        and on each date on which information is provided to the Trustee under Section
        4.3 that, except as disclosed in writing to the Depositor prior to such date:
        (i) there are no aspects of its financial condition that could have a material
        adverse effect on the performance by it of its Custodian obligations under
        this
        Agreement or any other Securitization Transaction as to which it is the
        custodian; (ii) there are no material legal or governmental proceedings pending
        (or known to be contemplated) against it; and (iii) there are no affiliations,
        relationships or transactions relating to the Custodian with respect to the
        Depositor or any sponsor, issuing entity, servicer, originator, significant
        obligor, enhancement or support provider or other material transaction party
        (other than the Trustee, which is the same entity as the Custodian) (as such
        terms are used in Regulation AB) relating to the Securitization Transaction
        contemplated by the Agreement, as identified by the Depositor to the Custodian
        in writing as of the Closing Date (each, a "Transaction Party").

       

      (b)  If
        so
        requested by the Depositor on any date following the Closing Date, the Custodian
        shall, within five Business Days following such request, confirm in writing
        the
        accuracy of the representations and warranties set forth in paragraph (a)
        of
        this Section or, if any such representation and warranty is not accurate
        as of
        the date of such confirmation, provide reasonably adequate disclosure of
        the
        pertinent facts, in writing, to the requesting party. Any such request from
        the
        Depositor shall not be given more than once each calendar quarter, unless
        the
        Depositor shall have a reasonable basis for a determination that any of the
        representations and warranties may not be accurate.

       

      Section
        4.3.  Additional
        Information to Be Provided by the Custodian.
        For so
        long as the Trust is subject to the reporting obligations under the Exchange
        Act, for the purpose of satisfying the Depositor 's reporting obligation
        under
        the Exchange Act with respect to any class of publicly offered Certificates,
        the
        Custodian shall (a) notify the Depositor in writing of any material litigation
        or governmental proceedings pending against the Custodian that would be material
        to Certificateholders, and (b) provide to the Depositor (and the Trustee)
        unless
        the Custodian and the Trustee are the same party a written description of
        such
        proceedings. Any notices and descriptions required under this Section 4.3
        shall
        be given no later than five Business Days prior to the Determination Date
        following the month in which the Custodian has knowledge of the occurrence
        of
        the relevant event. As of the date the Trustee files each Report on Form
        10-D or
        Form 10-K with respect to the Certificates, the Custodian will be deemed
        to
        represent that any information previously provided under this Section 4.3,
        if
        any, is materially correct and does not have any material omissions unless
        the
        Custodian has provided an update to such information.

       

      Section
        4.4.  Report
        on Assessment of Compliance and Attestation.
        On or
        before March 15th of each calendar year beginning in 2008, the Custodian
        shall:

       

      (a)  deliver
        to the Trustee, the Master Servicer and the Depositor a report regarding
        the
        Custodian’s assessment of compliance (an “Assessment of Compliance”) with the
        Servicing Criteria during the preceding calendar year, as required under
        Rules
        13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The
        Assessment of Compliance, as set forth in Regulation AB, must contain (i)
        a
        statement by such officer of its responsibility for assessing compliance
        with
        the Servicing Criteria applicable to the Custodian, (ii) a statement by such
        officer that the Custodian used the Servicing Criteria attached as Exhibit
        Five
        hereto, and which will also be attached to the Assessment of Compliance,
        to
        assess compliance with the Servicing Criteria applicable to the Custodian,
        (iii)
        an assessment by such officer of the Custodian’s compliance with the applicable
        Servicing Criteria for the period consisting of the preceding calendar year,
        including disclosure of any material instance of noncompliance with respect
        thereto during such period, which assessment shall be based on the activities
        the Custodian performs with respect to asset-based securities transactions
        taken
        as a whole involving the Custodian, that are backed by the same asset type
        as
        the Mortgage Loans, (iv) a statement that a registered public accounting
        firm
        has issued an attestation report on the Custodian’s Assessment of Compliance for
        the period consisting of the preceding calendar year, and (v) a statement
        as to
        which of the Servicing Criteria, if any, are not applicable to the Custodian,
        which statement shall be based on the activities the Custodian performs with
        respect to asset-backed securities transactions taken as a whole involving
        the
        Custodian, that are backed by the same asset type as the Mortgage Loans.
        Such
        report at a minimum shall address each of the Servicing Criteria specified
        on
        Exhibit Five hereto which are indicated as applicable to the Custodian;
        and

       

      (b)  deliver
        to the Trustee, the Master Servicer and the Depositor an Attestation Report
        (an
“Attestation Report”) by a registered public accounting firm that attests to,
        and reports on, the Assessment of Compliance made by the Custodian, as required
        by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
        AB, which Attestation Report must be made in accordance with standards for
        attestation reports issued or adopted by the Public Company Accounting Oversight
        Board. 

       

      Notwithstanding
        the foregoing, an Assessment of Compliance is not required to be delivered
        by
        the Custodian unless it is required as part of a Form 10-K with respect to
        the
        Trust Fund.

       

      In
        the
        event the Custodian is terminated under, or resigns pursuant to, the terms
        of
        this Agreement, the Custodian shall provide an Assessment of Compliance and
        cause to be provided an Attestation Report pursuant to this Section 4.4
        notwithstanding any such termination or resignation.

       

      Section
        4.5.  Indemnification;
        Remedies.

       

      (a)  The
        Custodian shall indemnify the Depositor, each affiliate of the Depositor,
        the
        Master Servicer and each broker dealer acting as underwriter, placement agent
        or
        initial purchaser of the Certificates or each Person who controls any of
        such
        parties (within the meaning of Section 15 of the Securities Act and Section
        20
        of the Exchange Act); and the respective present and former directors, officers,
        employees and agents of each of the foregoing, and shall hold each of them
        harmless from and against any losses, damages, penalties, fines, forfeitures,
        legal fees and expenses and related costs, judgments, and any other costs,
        fees
        and expenses that any of them may sustain arising out of or based upon any
        failure by the Custodian to deliver any report on assessment of compliance
        or
        accountants’ attestation when and as required under this Article IV.


       

      (b)  In
        the
        case of any failure of performance described in clause (i) of Section 4.5(a),
        the Custodian shall promptly reimburse the Depositor for all costs reasonably
        incurred by the Depositor in order to obtain the information, report,
        certification, accountants’ letter or other material not delivered as required
        by the Custodian.

       

      ARTICLE
        V.

      MISCELLANEOUS
        PROVISIONS

       

      Section
        5.1.  Notices.  All
        notices, requests, consents and demands and other communications required
        under
        this Agreement or pursuant to any other instrument or document delivered
        hereunder shall be in writing and, unless otherwise specifically provided,
        may
        be delivered personally, by telegram or telex, or by registered or certified
        mail, postage prepaid, return receipt requested, at the addresses specified
        on
        the signature page hereof (unless changed by the particular party whose address
        is stated herein by similar notice in writing), in which case the notice
        will be
        deemed delivered when received.

       

      Section
        5.2.  Amendments.  No
        modification or amendment of or supplement to this Agreement shall be valid
        or
        effective unless the same is in writing and signed by all parties hereto.
        The
        Trustee shall give prompt notice to the Custodian of any amendment or supplement
        to the Pooling and Servicing Agreement and furnish the Custodian with written
        copies thereof.

       

      Section
        5.3.  GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
        OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

       

      Section
        5.4.  Recordation
        of Agreement.
        To the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Depositor and at the
        Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
        reasonably satisfactory to the Depositor to the effect that the failure to
        effect such recordation is likely to materially and adversely affect the
        interests of the Certificateholders.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

      Section
        5.5.  Severability
        of Provisions.
        If any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the holders thereof.

       

      [Signature
        Page Attached]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, this Agreement is executed as of the date first above
        written.

       

      


      
        	
                Address:

                135
                  South LaSalle Street, Suite 1511

                Chicago,
                  Illinois 60603

                Attention:
                  BSABS I Trust, Series 2007-AQ2

              	
                LASALLE
                  BANK NATIONAL ASSOCIATION, not individually but solely as
                  Trustee

                 

                By:______________________________________

                Name: 

                Title: 

              
	 	 
	
                Address:

                2571
                  Busse Rd., Suite 200

                Elk
                  Grove Village, IL 60007

                 

              	
                LASALLE
                  BANK NATIONAL ASSOCIATION, as Custodian

                 

                By:______________________________________

                Name: 

                Title: 

              
	 	 
	
                Address:

                383
                  Madison Avenue

                New
                  York, New York 10179

              	
                BEAR
                  STEARNS ASSET BACKED SECURITIES I LLC

                 

                By:______________________________________

                Name: Baron
                  Silverstein

                Title: Vice
                  President

              
	 	 
	
                Address:

                2780
                  Lake Vista Drive

                Lewisville,
                  Texas 75067

                (Facsimile:
                  (469) 759-4714)

                Attention:
                  President or General Counsel

              	
                EMC
                  MORTGAGE CORPORATION

                 

                By:______________________________________

                Name: 

                Title: 

              
	 	 
	
                Address:

                Master
                  Funding

                2780
                  Lake Vista Drive,

                Lewisville,
                  TX 75067

                Facsimile:
                  (214) 626-4889

                Attention:
                  Mark Novachek

              	
                MASTER
                  FUNDING LLC

                 

                By:______________________________________

                Name: 

                Title: 

              
	 	 


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

       

       

      
        	 STATE OF ILLINOIS	)
	 	) ss:
	 COUNTY OF COOK	)


      

       

      On
        the
        28th
        day of
        February, 2007 before me, a notary public in and for said State, personally
        appeared _________________, known to me to be a(n) _______________ of LaSalle
        Bank National Association, one of the parties that executed the within
        agreement, and also known to me to be the person who executed the within
        agreement on behalf of said party and acknowledged to me that such party
        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

              


      

       

      [SEAL]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
         

        
          	 STATE OF ILLINOIS	)
	 	) ss:
	 COUNTY OF COOK	)


        

         

      

      On
        the
        28th
        day of
        February, 2007 before me, a notary public in and for said State, personally
        appeared ____________________, known to me to be a(n) ____________________
        of
        LaSalle Bank National Association, one of the parties that executed the within
        instrument, and also known to me to be the person who executed it on behalf
        of
        said party, and acknowledged to me that such party 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 NEW YORK	)
	 	) ss:
	 COUNTY OF NEW YORK	)


        

         

      

      On
        the
        28th
        day of
        February, 2007 before me, a notary public in and for said State, personally
        appeared Baron Silverstein, known to me to be a Vice President of Bear Stearns
        Asset Backed Securities I LLC, and also known to me to be the person who
        executed the within instrument on behalf of said party, and acknowledged
        to me
        that such party 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

                  


          

        

      

       

       

      [SEAL]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	 STATE OF TEXAS	)
	 	) ss:
	 COUNTY OF DALLAS	)


        

         

      

       

      On
        the
        28th
        day of
        February, 2007 before me, a notary public in and for said State, personally
        appeared ____________________, known to me to be a(n) ____________________
        of
        EMC Mortgage Corporation, one of the parties that executed the within
        instrument, and also known to me to be the person who executed the within
        instrument on behalf of said party, and acknowledged to me that such party
        executed the within instrument.

       

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

       

      
        
          
            	 	 
	 	
                    Notary
                      Public

                  


          

        

      

       

       

      [Notarial
        Seal]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        
           

          
            	 STATE OF TEXAS	)
	 	) ss:
	 COUNTY OF DALLAS	)


          

           

        

      

      On
        the
        28th
        day of
        February, 2007 before me, a notary public in and for said State, personally
        appeared _____________________, known to me to be a(n) ____________________
        of
        Master Funding LLC, one of the parties that executed the within instrument,
        and
        also known to me to be the person who executed the within instrument on behalf
        of said party, and acknowledged to me that such party 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]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        A

      (Provided
        upon request)

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        



      EXHIBIT
        ONE


       

      FORM
        OF
        CUSTODIAN INITIAL CERTIFICATION

       

      February
        28, 2007

       

      LaSalle
        Bank National Association

      135
        South
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603     

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067

      Attention:
        Janan Weeks

      Facsimile:
        (214) 626-3704

       

      Attention:
        Bear Stearns Asset Backed Securities I LLC, Series 2007-AQ2

       

      Re: 
                Custodial
        Agreement, dated as of February 28, 2007, by

      and
        among
        LaSalle Bank National Association, Bear

      Stearns
        Asset Backed Securities I LLC, EMC Mortgage

      Corporation
        and Master Funding LLC, relating to Bear

      Stearns
        Asset Backed Securities I Trust 2007-AQ2, Asset-

      Backed
        Certificates, Series 2007-AQ2 

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
        the
        undersigned, as Custodian, hereby certifies that it has received the following
        documents with respect to each Mortgage Loan listed in the Mortgage Loan
        Schedule, with any exceptions listed on Schedule A attached hereto: (i) an
        original note, including any riders thereto, endorsed without recourse to
        the
        order of LaSalle Bank National Association, as Trustee for certificateholders
        of
        ___________________________ or to blank and showing an unbroken chain of
        endorsements from the original payee thereof to the person endorsing it to
        the
        Trustee; (ii) an original mortgage and, if the related mortgage loan is a
        MERS
        Loan, registered with MERS, noting the presence of the mortgage identification
        number and language indicating that such mortgage loan is a MERS Loan, which
        shall have been recorded (or, for Mortgage Loans other than the EMC Flow
        Loans,
        if the original is not available, a copy) with evidence of such recording
        indicated thereon (or if clause (x) in the proviso below applies, shall be
        in
        recordable form); (iii) unless the mortgage loan is a MERS Loan, the assignment
        (either an original or a copy, which may be in the form of a blanket assignment
        if permitted in the jurisdiction in which the mortgage property is located)
        to
        the Trustee of the mortgage with respect to each mortgage loan in the name
        of
        ___________________________, which shall have been recorded (of if clause
        (x) in
        the proviso below applies, shall be in recordable form); (iv) an original
        or a
        copy of all intervening assignments of the mortgage, if any, with evidence
        of
        recording thereon; (v) the original policy of title insurance or mortgagee’s
        certificate of title insurance or commitment or binder for title insurance,
        if
        available, or a copy thereof, or, in the event that such original title
        insurance policy is unavailable, a photocopy thereof, or in lieu thereof,
        a
        current lien search on the related mortgaged property; and (vi) originals
        or
        copies of all available assumption, modification or substitution agreements,
        if
        any; provided, however, that in lieu of the foregoing, the Sellers may deliver
        the following documents, under the circumstances set forth below: (x) if
        any
        mortgage (other than the mortgages related to the EMC Flow Loans), assignment
        thereof to the Trustee or intervening assignments thereof have been delivered
        or
        are being delivered to recording offices for recording and have not been
        returned in time to permit their delivery as specified above, the Depositor
        may
        deliver a true copy thereof with a certification by the related Seller or
        the
        title company issuing the commitment for title insurance, on the face of
        such
        copy, substantially as follows: “Certified to be a true and correct copy of the
        original, which has been transmitted for recording”; and (y) in lieu of the
        mortgage notes relating to the Mortgage Loans identified in the list attached
        hereto, the Depositor may deliver a lost note affidavit and indemnity and
        a copy
        of the original note, if available.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement.

       

      


      
        	 	 	 
	 	
                LASALLE
                  BANK NATIONAL ASSOCIATION

              
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                

              
	 	Title:	
                
 
	 	 	
                

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE
        A

      (Please
        see tab #49)

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        TWO


       

      FORM
        OF
        CUSTODIAN INTERIM CERTIFICATION

       

      [DATE]

       

      LaSalle
        Bank National Association

      135
        South
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603     

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067

      Attention:
        Janan Weeks

      Facsimile:
        (214) 626-3704

      


      


      Attention:
        Bear Stearns Asset Backed Securities I LLC, Series 2007-AQ2

       

      Re:  
               Custodial
        Agreement, dated as of February 28, 2007, by

      and
        among
        LaSalle Bank National Association, Bear

      Stearns
        Asset Backed Securities I LLC, EMC Mortgage

      Corporation
        and Master Funding LLC, relating to Bear

      Stearns
        Asset Backed Securities I Trust 2007-AQ2, Asset-

      Backed
        Certificates, Series 2007-AQ2 

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(b) of the above-captioned Custodial Agreement,
        the
        undersigned, as Custodian, hereby certifies that it has received and reviewed
        the documents described in its initial certification dated February 28, 2007
        and
        has determined that: all documents have been executed and received and that
        such
        documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
        with any exceptions listed on Schedule A attached hereto.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement.

      
        


        
          	 	 	 
	 	
                  LASALLE
                    BANK NATIONAL ASSOCIATION

                
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                  

                
	 	Title:	
                  
 
	 	 	
                  

                


        

        
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        A

       

      (Provided
        upon request)

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

       

      EXHIBIT
        THREE


       

      FORM
        OF
        CUSTODIAN FINAL CERTIFICATION

       

      [DATE]

       

      LaSalle
        Bank National Association

      135
        South
        LaSalle Street, Suite 1511

      Chicago,
        Illinois 60603     

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067

      Attention:
        Janan Weeks

      Facsimile:
        (214) 626-3704

      


      


      Attention:
        Bear Stearns Asset Backed Securities I LLC, Series 2007-AQ2

       

      Re: 
                 Custodial
        Agreement, dated as of February 28, 2007, by

      and
        among
        LaSalle Bank National Association, Bear Stearns

      Asset
        Backed Securities I LLC, EMC Mortgage Corporation

      and
        Master Funding LLC, relating to Bear Stearns Asset 

      Backed
        Securities I Trust 2007-AQ2, Asset-

      Backed
        Certificates, Series 2007-AQ2 

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(c) of the above-captioned Custodial Agreement,
        the
        undersigned, as Custodian, hereby certifies that it has received and reviewed
        the documents described in its initial certification dated February 28, 2007
        and
        has determined that: all documents have been executed and received and that
        such
        documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule,
        with any exceptions listed on Schedule A attached hereto.

      


      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement.

      
        


        
          	 	 	 
	 	
                  LASALLE
                    BANK NATIONAL ASSOCIATION

                
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                  

                
	 	Title:	
                  
 
	 	 	
                  

                


        

        
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        A

       

      (Provided
        upon request)

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

      EXHIBIT
        FOUR


       

      FORM
        OF
        REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

       

      


      


      To: [Name/Address
        of Owner]

      Attention:
        

       

      Re: 
                Custodial
        Agreement, dated as of February 28, 2007, by

      and
        among
        LaSalle Bank National Association, Bear Stearns

      Asset
        Backed Securities I LLC, EMC Mortgage Corporation

      and
        Master Funding LLC, relating to Bear Stearns Asset Backed

      Securities
        I Trust 2007-AQ2, Asset-

      Backed
        Certificates, Series 2007-AQ2 

       

      In
        connection with the Mortgage Files that you hold pursuant to the Custodial
        Agreement, we request the release, and acknowledge receipt of the Mortgage
        file/[specify document] for the Mortgage Loan described below, the reason
        indicated.

      


      Mortgagor’s
        Name, Address and Zip Code:

      


      


      Mortgage
        Loan Number:

      


      


      Reason
        for Requesting Documents: (check one)

      


      _____
        1.
        Mortgage Loan paid in full. ([The Master Servicer] [the Trustee] hereby
        certifies that all amounts received in connection therewith have been credited
        to
        __________________________________________________________________________.)

      _____
        2.
        Mortgage Loan in foreclosure.

      


      _____
        3.
        Repurchase. (The [Master Servicer] [Trustee] hereby certifies that the
        repurchase price has been credited to
        _____________________________________________.)

      


      _____
        4.
        Mortgage Loan liquidated by _______________________________________. ([The
        Master Servicer] [The Trustee] hereby certifies that all proceeds of the
        foreclosure, insurance, condemnation or other liquidation have been finally
        received and credited to _____________________________________.

      


      _____
        5.
        Other (explain):  

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        FIVE

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by the Custodian shall address,
        at a
        minimum, the criteria identified as below as “Applicable Servicing
        Criteria”;

       

      
        	
                 

                Servicing
                  Criteria

              	
                Applicable

                Servicing
                  Criteria

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	
                 

                 

                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements

              	
                 

              
	
                 

                 

                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities

              	
                 

              
	
                 

                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the pool assets are maintained.

              	
                 

              
	
                 

                 

                 

                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                 

                Cash
                  Collection and Administration

              	 
	
                 

                 

                 

                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	
                 

              
	
                 

                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	
                 

              
	
                 

                 

                 

                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	
                 

              
	
                 

                 

                 

                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	
                 

              
	
                 

                 

                 

                 

                 

                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institutions” with respect
                  to a foreign financial institution means a foreign financial institution
                  that meets the requirements of Rule 13k-1(b)(1) of the Securities
                  Exchange
                  Act. 

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                 

              
	
                 

                 

                 

                 

                 

                 

                 

                 

                 

                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliations; and (D) contain explanations for reconciling items,
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	 
	 	
                 

                Investor
                  Remittances and Reporting

              	 
	
                 

                 

                 

                 

                 

                 

                 

                 

                 

                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements, (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors; or the trustee’s records as to the total unpaid principal
                  balance and number of pool assets serviced by the
                  servicer.

              	
                 

              
	
                 

                 

                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	
                 

              
	
                 

                 

                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	
                 

              
	
                 

                 

                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	 
	 	
                 

                Pool
                  Asset Administration

              	 
	
                 

                1122(d)(4)(i)

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related asset pool documents.

              	
                √

              
	
                 

                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements.

              	
                √

              
	
                 

                 

                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements

              	
                √2 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                 

                 

                 

                 

                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

              	
                 

              
	
                 

                1122(d)(4)(v)

              	
                The
                  servicer’s records regarding the pool assets agree with the servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	
                 

              
	
                 

                 

                 

                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s pool asset (e.g., loan
                  modifications or re-agings) are made, reviewed and approved by
                  authorized
                  personnel in accordance with the transaction agreements and related
                  pool
                  asset documents.

              	
                 

              
	
                 

                 

                 

                 

                1122(d)(4)(vii)

              	
                Loss
                  mitigation of recovery actions (e.g., forbearance plans, modifications
                  and
                  deed in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  documents.

              	
                 

              
	
                 

                 

                 

                 

                 

                 

                 

                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.,
                  Such
                  records are maintained in at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	
                 

              
	
                 

                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

              	
                 

              
	
                 

                 

                 

                 

                 

                 

                 

                 

                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts);
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 3-
                  calendar
                  days of full repayment of the related pool asset, or such other
                  number of
                  days specified in the transaction agreements.

              	
                 

              
	
                 

                 

                 

                 

                 

                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax ore insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the service at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                 

                 

                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	
                 

              
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	
                 

              
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible funds are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	
                 

              
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in item 1114(a)(1)
                  through (3) or item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 


      

      


      

        

      

      
        
          2
            Only
            with respect to the logistics of adding, removing or substituting loan
            files.

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        SIX

      


      ELECTRONIC
        RELEASE REQUEST (Excel)

      
        	
                Collateral
                  Release Tasks 

              	
                 

              
	
                 

              	
                 

              
	
                Required
                  Field Header

              	
                Description

              
	
                 

              	
                 

              
	
                Customer

              	
                Value
                  can be constant of '1018'
                  

              
	
                 

              	
                 

              
	
                Poolnum

              	
                pool
                  number if available, can be left blank as well

              
	
                 

              	
                 

              
	
                Loaned

              	
                EMC
                  loan#, required field

              
	
                 

              	
                 

              
	
                loc_code

              	
                Codes
                  must be mutually agreed upon with custodian. Examples are PDPO=
                  loans
                  released for payoff, FORC = loans released for foreclosure, OLIQ=
                  loans
                  released for repurchase, NLIQ = loans released for
                  non-liquidation/correction.

              
	
                 

              	
                 

              
	
                rel_code

              	
                Codes
                  must be mutually agreed upon with custodian. Examples are 

                1
                  =
                  payoff, 2 = foreclosure, 4 = repurchase, 5 =
                  non-liquidation.

              
	
                 

              	
                 

              
	
                rel_doclist

              	
                Can
                  be left blank

              
	
                 

              	
                 

              
	
                notation

              	
                "Name
                  of Person File Being Released To @ Company Name" (i.e. Sharon
                  Ayers@EMC)

              
	
                 

              	
                 

              
	
                reqstr

              	
                Can
                  be left blank

              
	
                 

              	
                 

              
	
                reqstr_sig

              	
                Signatory
                  code assigned to requestor, TBD

              
	
                 

              	
                 

              
	
                amend

              	
                0
                  =
                  new release request, 1= amend an existing released record (ie.
                  FORC to
                  PDPO)

              


      

       


      EXHIBIT
        K

       

      FORM
        OF
        BACK-UP CERTIFICATION 

       

       

      RE:        
        The [ ] agreement dated as of [ ],
        200[ ]
        (the “Agreement”), among [IDENTIFY PARTIES]

       

      I,
        ________________________________, the _______________________ of [NAME OF
        COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
        [Trustee], and their officers, with the knowledge and intent that they will
        rely
        upon this certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the [Depositor] [Master
        Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company
        Servicing Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the [Depositor] [Master
        Servicer] [Trustee];

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
        instances of noncompliance described in such reports have been disclosed
        to the
        [Depositor] [Master Servicer]. Any material instance of noncompliance with
        the
        Servicing Criteria has been disclosed in such reports.

       

       

      Date: _________________________

       

       

      By:

       

      Name:
         ________________________________
        

       

      Title:
         ________________________________

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      FORM
        OF
        MORTGAGE LOAN PURCHASE AGREEMENT

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT, dated as of February 28, 2007, as amended and
        supplemented by any and all amendments hereto (collectively, “this
        Agreement”),
        by
        and among EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC”
or
        a
“Mortgage
        Loan Seller”),
        MASTER FUNDING LLC, a Delaware limited liability company (a “Mortgage
        Loan Seller”
or
        “Master
        Funding”,
        and
        together with EMC, the “Mortgage
        Loan Sellers”)
        and
        BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability
        company
        (the “Purchaser”).

       

      Upon
        the
        terms and subject to the conditions of this Agreement, each Mortgage Loan
        Seller
        agrees to sell, and the Purchaser agrees to purchase, certain conventional,
        closed-end, subprime, fixed rate and adjustable rate, first lien mortgage
        loans
        secured by one- to four-family residences (collectively, the “Mortgage
        Loans”)
        as
        described herein. The Purchaser intends to deposit the Mortgage Loans into
        a
        trust fund (the “Trust
        Fund”)
        and
        create Bear Stearns Asset Backed Securities I Trust 2007-AQ2, Asset-Backed
        Certificates, Series 2007-AQ2 (the “Certificates”),
        under
        a pooling and servicing agreement, to be dated as of February 1, 2007 (the
        “Pooling
        and Servicing Agreement”),
        among
        the Purchaser, as depositor, EMC, as seller and as master servicer (the
“Master
        Servicer”),
        and
        LaSalle Bank National Association, as trustee (the “Trustee”).

       

      The
        Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
        a
        registration statement on Form S-3 (Number 333-131374) relating to its
        Asset-Backed Certificates and the offering of certain series thereof (including
        certain classes of the Certificates) from time to time in accordance with
        Rule
        415 under the Securities Act of 1933, as amended, and the rules and regulations
        of the Commission promulgated thereunder (the “Securities
        Act”).
        Such
        registration statement, when it became effective under the Securities Act,
        and
        the prospectus relating to the public offering of certain classes of the
        Certificates by the Purchaser (the “Public
        Offering”),
        as
        each may be amended or supplemented from time to time pursuant to the Securities
        Act or otherwise, are referred to herein as the “Registration
        Statement”
and
        the
“Prospectus,”
        respectively. The “Free
        Writing Prospectus”
shall
        mean the free writing prospectus, dated February 14, 2007, relating to certain
        classes of the Certificates. The “Prospectus
        Supplement”
shall
        mean the final supplement, dated February [__], 2007, to the Prospectus,
        dated
        December 18, 2006, relating to certain classes of the Certificates. With
        respect
        to the Public Offering of certain classes of the Certificates, Bear, Stearns
        & Co. Inc. (“Bear
        Stearns”)
        and
        the Purchaser have entered into a terms agreement, dated as of February 14,
        2007, to an underwriting agreement, dated April 13, 2006 (together, the
“Underwriting
        Agreement”)
        between Bear Stearns and the Purchaser.

       

      Now,
        therefore, in consideration of the premises and the mutual agreements set
        forth
        herein, the parties hereto agree as follows:

       

      SECTION
        1.   Definitions.
        Certain
        terms are defined herein. Capitalized terms used herein but not defined herein
        shall have the meanings specified in the Pooling and Servicing Agreement.
        The
        following other terms are defined as follows:

       

      Acquisition
        Price:
        With
        respect to EMC and the sale of the EMC Mortgage Loans, cash in an amount
        equal
        to $          *             
        (plus
        $              *         
        in
        accrued interest). With respect to Master Funding and the sale of the Master
        Funding Mortgage Loans, cash in an amount equal to $           *             
        (plus
        $            *            
        in
        accrued interest).

       

      Bear
        Stearns:
        Bear,
        Stearns & Co. Inc.

       

      Closing
        Date:
        February 28, 2007.

       

      Custodial
        Agreement:
        An
        agreement, dated as of February 28, 2007, among the Depositor, EMC, Master
        Funding, the Master Servicer, the Trustee and LaSalle Bank National Association
        as custodian (in such capacity, the “Custodian”).

       

      Cut-off
        Date:
        February 1, 2007.

       

      Cut-off
        Date Balance:
        Shall
        mean $206,662,447.03.

      


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

       

      Due
        Date:
        As to
        any Mortgage Loan, the date in each month on which the related Scheduled
        Payment
        is due, as set forth in the related Mortgage Note.

       

      EMC:
        EMC
        Mortgage Corporation.

       

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

       

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

       

      LaSalle:
        LaSalle
        Bank National Association, or its successors in interest.

       

      Master
        Funding:
        Master
        Funding LLC.

       

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

       

      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.

       

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

       

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

       

      Mortgage
        File:
        The
        items referred to in Exhibit
        1
        pertaining to a particular Mortgage Loan and any additional documents required
        to be added to such documents pursuant to this Agreement.

       

      Mortgage
        Rate:
        The
        annual rate of interest borne by a Mortgage Note as stated herein.

       

      Mortgagor:
        The
        obligor(s) on a Mortgage Note.

       

      Net
        Mortgage Rate:
        As to
        each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage
        Rate less the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate
        and
        (iii) the rate at which the LPMI Fee is calculated, if any.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be counsel for the Mortgage Loan Sellers
        or
        the Purchaser, reasonably acceptable to the Trustee.

       

      Person:
        Any
        legal person, including any individual, corporation, partnership, joint venture,
        association, joint stock company, trust, unincorporated organization or
        government or any agency or political subdivision thereof.

       

      Purchase
        Price:
        With
        respect to any Mortgage Loan required to be purchased by EMC (on its own
        behalf
        as a Mortgage Loan Seller and on behalf of Master Funding) pursuant to the
        applicable provisions of this Agreement, an amount equal to the sum of (i)
        100%
        of the principal remaining unpaid on such Mortgage Loan as of the date of
        purchase (including if a foreclosure has already occurred, the principal
        balance
        of the related Mortgage Loan at the time the Mortgaged Property was
        acquired), net of any Servicing Advances and Advances attributable to
        principal and payable to the purchaser of the Mortgage Loan
        if such purchaser is also the Master Servicer of such Mortgage Loan,
        (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate
        through
        and including the last day of the month of such purchase, net of any
        portion of the Servicing Fee and any Servicing Advances and
        Advances attributable to interest that is payable to the purchaser of the
        Mortgage Loan if such purchaser is also the Master Servicer of such
        Mortgage Loan, plus (iii) any costs and damages (if any) incurred by the
        Trust in connection with any violation of such Mortgage Loan of any
        anti-predatory lending laws.

       

      Rating
        Agency:
        Moody’s.

       

      Replacement
        Mortgage Loan:
        A
        mortgage loan substituted for a Deleted Mortgage Loan which must meet on
        the
        date of such substitution the requirements stated herein and in the Pooling
        and
        Servicing Agreement; upon such substitution, such mortgage loan shall be
        a
“Mortgage
        Loan”
        hereunder.

       

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

       

      Value:
        The
        value of the Mortgaged Property at the time of origination of the related
        Mortgage Loan, such value being the lesser of (i) the value of such property
        set
        forth in an appraisal accepted by the applicable originator of the Mortgage
        Loan
        or (ii) the sales price of such property at the time of origination.

       

      SECTION
        2.   Purchase
        and Sale of the Mortgage Loans and Related Rights. 

       

      (a)  Upon
        satisfaction of the conditions set forth in Section 11 hereof, each Mortgage
        Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage
        Loans
        sold by such Mortgage Loan Seller having an aggregate outstanding principal
        balance as of the Cut-off Date equal to the Cut-off Date Balance, and each
        Mortgage Loan Seller’s interest in the Swap Agreement. 

       

      (b)  The
        closing for the purchase and sale of the Mortgage Loans and the closing for
        the
        issuance of the Certificates will take place on the Closing Date at the office
        of the Purchaser’s counsel in New York, New York or such other place as the
        parties shall agree.

       

      (c)  Upon
        the
        satisfaction of the conditions set forth in Section 11 hereof, on the Closing
        Date, the Purchaser shall pay to each respective Mortgage Loan Seller the
        related Acquisition Price for the Mortgage Loans sold by such Mortgage Loan
        Seller in immediately available funds by wire transfer to such account or
        accounts as shall be designated by such Mortgage Loan Seller.

       

      SECTION
        3.   Mortgage
        Loan Schedule.
        EMC (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        agrees
        to provide to the Purchaser as of the date hereof a listing of the Mortgage
        Loans (the “Mortgage
        Loan Schedule”)
        setting forth the information listed on Exhibit
        2
        to this
        Agreement with respect to each of the Mortgage Loans being sold by the
        respective Mortgage Loan Sellers. The Mortgage Loan Schedule shall be delivered
        to the Purchaser on the Closing Date and shall be in form and substance mutually
        agreed to by EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) and the Purchaser. 

       

      SECTION
        4.   Mortgage
        Loan Transfer. 

       

      (a)  The
        Purchaser will be entitled to all scheduled payments of principal and interest
        on the Mortgage Loans due after the Cut-off Date (regardless of when actually
        collected) and all payments thereof. Each Mortgage Loan Seller will be entitled
        to all scheduled payments of principal and interest on the Mortgage Loans
        sold
        by it to the Purchaser due on or before the Cut-off Date (including payments
        collected after the Cut-off Date) and all payments thereof. Such principal
        amounts and any interest thereon belonging to the related Mortgage Loan Seller
        as described above will not be included in the aggregate outstanding principal
        balance of the Mortgage Loans as of the Cut-off Date as set forth on the
        Mortgage Loan Schedule.

       

      (b)  Pursuant
        to various conveyancing documents to be executed on the Closing Date and
        pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
        on
        the Closing Date all of its right, title and interest in and to the Mortgage
        Loans to the Trustee for the benefit of the Certificateholders. In connection
        with the transfer and assignment of the Mortgage Loans, each Mortgage Loan
        Seller has delivered or will deliver or cause to be delivered to the Trustee,
        or
        the Custodian on behalf of the Trustee, by the Closing Date or such later
        date
        as is agreed to by the Purchaser and such Mortgage Loan Seller (each of the
        Closing Date and such later date is referred to as a “Mortgage
        File Delivery Date”),
        the
        items of each Mortgage File, provided,
        however,
        that in
        lieu of the foregoing, each Mortgage Loan Seller may deliver the following
        documents, under the circumstances set forth below: (x) in lieu of the original
        Mortgage (other than the Mortgages related to the EMC Flow Loans), assignments
        to the Trustee or intervening assignments thereof which have been delivered,
        are
        being delivered or will upon receipt of recording information relating to
        the
        Mortgage required to be included thereon, be delivered to recording offices
        for
        recording and have not been returned in time to permit their delivery as
        specified above, the related Mortgage Loan Seller may deliver a true copy
        thereof with a certification by such Mortgage Loan Seller or the Master
        Servicer, on the face of such copy, substantially as follows: “Certified to be a
        true and correct copy of the original, which has been transmitted for
        recording;” (y) in lieu of the Mortgage (other than the Mortgages related to the
        EMC Flow Loans), assignments to the Trustee or intervening assignments thereof,
        if the applicable jurisdiction retains the originals of such documents or
        if the
        originals are lost (in each case, as evidenced by a certification from such
        Mortgage Loan Seller or the Master Servicer to such effect), such Mortgage
        Loan
        Seller may deliver photocopies of such documents containing an original
        certification by the judicial or other governmental authority of the
        jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage
        Notes relating to the Mortgage Loans, each identified in the list delivered
        by
        the Purchaser to the Trustee on the Closing Date and attached hereto as
Exhibit
        5
        the
        related Mortgage Loan Seller may deliver lost note affidavits and indemnities
        of
        such Mortgage Loan Seller; and provided further, however, that in the case
        of
        Mortgage Loans which have been prepaid in full after the Cut-off Date and
        prior
        to the Closing Date, such Mortgage Loan Seller, in lieu of delivering the
        above
        documents, may deliver to the Trustee a certification by such Mortgage Loan
        Seller or the Master Servicer to such effect. Each Mortgage Loan Seller shall
        deliver such original documents (including any original documents as to which
        certified copies had previously been delivered) or such certified copies
        to the
        Trustee, or the Custodian on behalf of the Trustee, promptly after they are
        received. EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) shall cause the Mortgage and intervening assignments, if
        any,
        and the assignment of the Mortgage to be recorded not later than 180 days
        after
        the Closing Date unless such assignment is not required to be recorded under
        the
        terms set forth in Section 6(a) hereof.

       

      (c)  In
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, EMC (on its own behalf as a Mortgage Loan Seller and on behalf of
        Master
        Funding) further agrees that it will cause, at EMC’s own expense, within 30 days
        after the Closing Date, the MERS® System to indicate that such Mortgage Loans
        have been assigned by the related Mortgage Loan Seller to the Purchaser and
        by
        the Purchaser to the Trustee in accordance with this Agreement for the benefit
        of the Certificateholders by including (or deleting, in the case of Mortgage
        Loans which are repurchased in accordance with this Agreement) in such computer
        files (a) the code in the field which identifies the specific Trustee and
        (b)
        the code in the field “Pool Field” which identifies the series of the
        Certificates issued in connection with such Mortgage Loans. EMC (on its own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) further
        agrees
        that it will not, and will not permit the Master Servicer to, and the Master
        Servicer agrees that it will not, alter the codes referenced in this paragraph
        with respect to any Mortgage Loan during the term of the Pooling and Servicing
        Agreement unless and until such Mortgage Loan is repurchased in accordance
        with
        the terms of the Pooling and Servicing Agreement.

       

      (d)  Each
        Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
        the
        Mortgage Loans will ultimately be assigned to LaSalle Bank National Association,
        as Trustee for the benefit of the Certificateholders, on the date
        hereof.

       

      SECTION
        5.   Examination
        of Mortgage Files. 

       

      (a)  On
        or
        before the Mortgage File Delivery Date, each Mortgage Loan Seller will have
        made
        the related Mortgage Files available to the Purchaser or its agent for
        examination which may be at the offices of the Trustee or such Mortgage Loan
        Seller and/or such Mortgage Loan Seller’s custodian. The fact that the Purchaser
        or its agent has conducted or has failed to conduct any partial or complete
        examination of the related Mortgage Files shall not affect the Purchaser’s
        rights to demand cure, repurchase, substitution or other relief as provided
        in
        this Agreement. In furtherance of the foregoing, each Mortgage Loan Seller
        shall
        make the related Mortgage Files available to the Purchaser or its agent from
        time to time so as to permit the Purchaser to confirm such Mortgage Loan
        Seller’s compliance with the delivery and recordation requirements of this
        Agreement and the Pooling and Servicing Agreement. In addition, upon request
        of
        the Purchaser, each Mortgage Loan Seller agrees to provide to the Purchaser,
        Bear Stearns and to any investors or prospective investors in the Certificates
        information regarding the Mortgage Loans and their servicing, to make the
        related Mortgage Files available to the Purchaser, Bear Stearns and to such
        investors or prospective investors (which may be at the offices of the related
        Mortgage Loan Seller and/or such Mortgage Loan Seller’s custodian) and to make
        available personnel knowledgeable about the related Mortgage Loans for
        discussions with the Purchaser, Bear Stearns and such investors or prospective
        investors, upon reasonable request during regular business hours, sufficient
        to
        permit the Purchaser, Bear Stearns and such investors or potential investors
        to
        conduct such due diligence as any such party reasonably believes is
        appropriate.

       

      (b)  Pursuant
        to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or
        the
        Custodian as obligated under the Custodial Agreement), for the benefit of
        the
        Certificateholders, will review items of the Mortgage Files as set forth
        on
Exhibit
        1
        and will
        deliver to EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) an initial certification in the form attached as Exhibit
        One to
        the Custodial Agreement.

       

      (c)  Within
        90
        days of the Closing Date, the Trustee or the Custodian on its behalf shall,
        in
        accordance with the provisions of Section 2.02 of the Pooling and Servicing
        Agreement, deliver to EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) and the Trustee an Interim Certification in the
        form
        attached as Exhibit Two to the Custodial Agreement to the effect that all
        such
        documents have been executed and received and that such documents relate
        to the
        Mortgage Loans identified on the Mortgage Loan Schedule, except for any
        exceptions listed on Schedule A attached to such Interim Certification. The
        Custodian shall be under no duty or obligation to inspect, review or examine
        said documents, instruments, certificates or other papers to determine that
        the
        same are genuine, enforceable, or appropriate for the represented purpose
        or
        that they have actually been recorded or that they are other than what they
        purport to be on their face.

       

      (d)  The
        Trustee or the Custodian on its behalf will review the Mortgage Files within
        180
        days of the Closing Date and will deliver to EMC and the Master Servicer,
        and if
        reviewed by the Custodian, the Trustee, a final certification substantially
        in
        the form of Exhibit Three to the Custodial Agreement. If the Trustee or the
        Custodian on its behalf is unable to deliver a final certification with respect
        to the items listed in Exhibit
        1
        due to
        any document that is missing, has not been executed, is unrelated, determined
        on
        the basis of the Mortgagor name, original principal balance and loan number,
        to
        the Mortgage Loans identified in the Mortgage Loan Schedule (a “Material
        Defect”),
        the
        Trustee or the Custodian on its behalf shall notify EMC of such Material
        Defect.
        EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
        Funding) shall correct or cure any such Material Defect within 90 days from
        the
        date of notice from the Trustee, the Depositor or the Master Servicer of
        the
        Material Defect and if EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) does not correct or cure such Material Defect within
        such period and such defect materially and adversely affects the interests
        of
        the Certificateholders in the related Mortgage Loan, EMC (on its own behalf
        as a
        Mortgage Loan Seller and on behalf of Master Funding) will, in accordance
        with
        the terms of the Pooling and Servicing Agreement, within 90 days of the date
        of
        notice, provide the Trustee with a Replacement Mortgage Loan (if within two
        years of the Closing Date) or purchase the related Mortgage Loan at the
        applicable Purchase Price; provided,
        however,
        that if
        such defect relates solely to the inability of EMC (on its own behalf as
        a
        Mortgage Loan Seller and on behalf of Master Funding) to deliver the original
        security instrument or intervening assignments thereof, or a certified copy
        because the originals of such documents, or a certified copy, have not been
        returned by the applicable jurisdiction, EMC shall not be required to purchase
        such Mortgage Loan if EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) delivers such original documents or certified copy
        promptly upon receipt, but in no event later than 360 days after the Closing
        Date. The foregoing repurchase obligation shall not apply in the event that
        EMC
        (on its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        cannot deliver such original or copy of any document submitted for recording
        to
        the appropriate recording office in the applicable jurisdiction because such
        document has not been returned by such office; provided that EMC (on its
        own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall instead
        deliver a recording receipt of such recording office or, if such receipt
        is not
        available, a certificate of EMC (on its own behalf as a Mortgage Loan Seller
        and
        on behalf of Master Funding) or a Servicing Officer confirming that such
        documents have been accepted for recording, and delivery to the Trustee shall
        be
        effected by EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) within thirty days of its receipt of the original recorded
        document.

       

      (e)  At
        the
        time of any substitution, EMC (on its own behalf as a Mortgage Loan Seller
        and
        on behalf of Master Funding) shall deliver or cause to be delivered the
        Replacement Mortgage Loan, the related Mortgage File and any other documents
        and
        payments required to be delivered in connection with a substitution pursuant to
        the Pooling and Servicing Agreement. At the time of any purchase or
        substitution, the Trustee shall (i) assign the selected Mortgage Loan to
        EMC (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        and
        shall release or cause the Custodian to release the documents (including,
        but
        not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
        File) in the possession of the Trustee or the Custodian, as applicable relating
        to the Deleted Mortgage Loan and (ii) execute and deliver such instruments
        of
        transfer or assignment, in each case without recourse, as shall be necessary
        to
        vest in EMC (on its own behalf as a Mortgage Loan Seller and on behalf of
        Master
        Funding) title to such Deleted Mortgage Loan.

       

      SECTION
        6.   Recordation
        of Assignments of Mortgage. 

       

      (a)  EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        will,
        promptly after the Closing Date, cause each Mortgage and each assignment
        of
        Mortgage from the Mortgage Loan Sellers to the Trustee, and all unrecorded
        intervening assignments, if any, delivered on or prior to the Closing Date,
        to
        be recorded in all recording offices in the jurisdictions where the related
        Mortgaged Properties are located; provided,
        however,
        EMC (on
        its own behalf as a Mortgage Loan Seller or on behalf of Master Funding)
        need
        not cause to be recorded any assignment which relates to a Mortgage Loan
        that is
        a MOM Loan or for which the related Mortgaged Property is located in any
        jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
        delivered by EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) to the Trustee and the Rating Agency, the recordation of
        such
        assignment is not necessary to protect the Trustee’s interest in the related
        Mortgage Loan; provided,
        however,
        notwithstanding the delivery of any Opinion of Counsel, each assignment of
        Mortgage shall be submitted for recording by EMC (on its own behalf as a
        Mortgage Loan Seller and on behalf of Master Funding) in the manner described
        above, at no expense to the Trust Fund or Trustee, upon the earliest to occur
        of
        (i) reasonable direction by the Holders of Certificates evidencing Percentage
        Interests aggregating not less than 25% of the Trust, (ii) the occurrence
        of an
        Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
        foreclosure relating to EMC under the Pooling and Servicing Agreement, (iv)
        the
        occurrence of a servicing transfer or an assignment of the servicing as
        described in Section 7.07 of the Pooling and Servicing Agreement or (iv)
        with
        respect to any one assignment of Mortgage, the occurrence of a bankruptcy,
        insolvency or foreclosure relating to the Mortgagor under the related
        Mortgage.

       

      While
        each such Mortgage or assignment is being recorded, if necessary, EMC (on
        its
        own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall
        leave or cause to be left with the Trustee or the Custodian on its behalf
        a
        certified copy of such Mortgage or assignment. In the event that, within
        180
        days of the Closing Date, the Trustee has not been provided with an Opinion
        of
        Counsel as described above or received evidence of recording with respect
        to
        each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof
        or as
        set forth above and the related Mortgage Loan is not a MOM Loan, the failure
        to
        provide evidence of recording or such Opinion of Counsel shall be considered
        a
        Material Defect, and the provisions of Section 5(c) and (d) shall apply.
        All
        customary recording fees and reasonable expenses relating to the recordation
        of
        the assignments of mortgage to the Trustee or the Opinion of Counsel, as
        the
        case may be, shall be borne by EMC.

       

      (b)  It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by each Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement
        be, and be treated as, a sale. It is, further, not the intention of the parties
        that such conveyance be deemed a pledge of the Mortgage Loans by such Mortgage
        Loan Seller to the Purchaser to secure a debt or other obligation of that
        Mortgage Loan Seller. However, in the event that, notwithstanding the intent
        of
        the parties, the Mortgage Loans are held by a court to continue to be property
        of such Mortgage Loan Seller, then (a) this Agreement shall also be deemed
        to be
        a security agreement within the meaning of Articles 8 and 9 of the applicable
        Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided
        for
        herein shall be deemed to be a grant by such Mortgage Loan Seller to the
        Purchaser of a security interest in all of such Mortgage Loan Seller’s right,
        title and interest in and to the Mortgage Loans and all amounts payable to
        the
        holders of the Mortgage Loans in accordance with the terms thereof and all
        proceeds of the conversion, voluntary or involuntary, of the foregoing into
        cash, instruments, securities or other property, to the extent the Purchaser
        would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
        to
        Section 4 hereof, including all amounts, other than investment earnings,
        from
        time to time held or invested in any accounts created pursuant to the Pooling
        and Servicing Agreement, whether in the form of cash, instruments, securities
        or
        other property; (c) the possession by the Purchaser or the Trustee (or the
        Custodian on its behalf) of Mortgage Notes and such other items of property
        as
        constitute instruments, money, negotiable documents or chattel paper shall
        be
        deemed to be “possession by the secured party” for purposes of perfecting the
        security interest pursuant to Section 9-305 (or comparable provision) of
        the
        applicable Uniform Commercial Code; and (d) notifications to persons holding
        such property, and acknowledgments, receipts or confirmations from persons
        holding such property, shall be deemed notifications to, or acknowledgments,
        receipts or confirmations from, financial intermediaries, bailees or agents
        (as
        applicable) of the Purchaser for the purpose of perfecting such security
        interest under applicable law. Any assignment of the interest of the Purchaser
        pursuant to any provision hereof or pursuant to the Pooling and Servicing
        Agreement shall also be deemed to be an assignment of any security interest
        created hereby. EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of Master Funding) and the Purchaser shall, to the extent consistent with
        this
        Agreement, take such actions as may be reasonably necessary to ensure that,
        if
        this Agreement were deemed to create a security interest in the Mortgage
        Loans,
        such security interest would be deemed to be a perfected security interest
        of
        first priority under applicable law and will be maintained as such throughout
        the term of the Pooling and Servicing Agreement.

       

      SECTION
        7.   Representations
        and Warranties of EMC Concerning the Mortgage Loans.
        EMC
        hereby represents and warrants to the Purchaser as of the Closing Date or
        such
        other date as may be specified below with respect to each Mortgage
        Loan:

       

      (a)  The
        information set forth in the Mortgage Loan Schedule hereto is true and correct
        in all material respects.

       

      (b)  Immediately
        prior to the transfer to the Purchaser, the related Mortgage Loan Seller
        was the
        sole owner of beneficial title and holder of each Mortgage and Mortgage Note
        relating to the Mortgage Loans and is conveying the same free and clear of
        any
        and all liens, claims, encumbrances, participation interests, equities, pledges,
        charges or security interests of any nature and the Mortgage Loan Seller
        has
        full right and authority to sell or assign the same pursuant to this
        Agreement.

       

      (c)  Each
        Mortgage Loan at the time it was made complied in all material respects with
        all
        applicable local, state and federal laws and regulations, including, without
        limitation, usury, equal credit opportunity, disclosure and recording laws
        and
        all applicable predatory, abusive and fair lending laws; and each Mortgage
        Loan
        has been serviced in all material respects in accordance with all applicable
        local, state and federal laws and regulations, including, without limitation,
        usury, equal credit opportunity, disclosure and recording laws and all
        applicable anti-predatory lending laws and the terms of the related Mortgage
        Note, the Mortgage and other loan documents.

       

      (d)  There
        is
        no monetary default existing under any Mortgage or the related Mortgage Note
        and
        there is no material event which, with the passage of time or with notice
        and
        the expiration of any grace or cure period, would constitute a default, breach
        or event of acceleration; and neither the related Mortgage Loan Seller, any
        of
        its affiliates nor any servicer of any related Mortgage Loan has taken any
        action to waive any default, breach or event of acceleration; and no foreclosure
        action is threatened or has been commenced with respect to the Mortgage
        Loan.

       

      (e)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, (i) if required by
        law
        in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
        the interests of the Trustee on behalf of the Certificateholders.

       

      (f)  No
        selection procedure reasonably believed by the related Mortgage Loan Seller
        to
        be adverse to the interests of the Certificateholders was utilized in selecting
        the Mortgage Loans.

       

      (g)  Each
        Mortgage is a valid and enforceable first lien on the property securing the
        related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
        in
        fee simple (except with respect to common areas in the case of condominiums,
        PUDs and de minimis
        PUDs) or
        by leasehold for a term longer than the term of the related Mortgage, subject
        only to (i) the lien of current real property taxes and assessments, (ii)
        covenants, conditions and restrictions, rights of way, easements and other
        matters of public record as of the date of recording of such Mortgage, such
        exceptions being acceptable to mortgage lending institutions generally or
        specifically reflected in the appraisal obtained in connection with the
        origination of the related Mortgage Loan or referred to in the lender’s title
        insurance policy delivered to the originator of the related Mortgage Loan
        and
        (iii) other matters to which like properties are commonly subject which do
        not
        materially interfere with the benefits of the security intended to be provided
        by such Mortgage.

       

      (h)  There
        is
        no mechanics’ lien or claim for work, labor or material affecting the premises
        subject to any Mortgage which is or may be a lien prior to, or equal with,
        the
        lien of such Mortgage except those which are insured against by the title
        insurance policy referred to in clause (m) below.

       

      (i)  There
        was
        no delinquent tax or assessment lien against the property subject to any
        Mortgage, except where such lien was being contested in good faith and a
        stay
        had been granted against levying on the property.

       

      (j)  There
        is
        no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
        including the obligation of the Mortgagor to pay the unpaid principal and
        interest on such Mortgage Note.

       

      (k)  The
        physical property subject to any Mortgage is free of material damage and
        is in
        good repair and there is no proceeding pending or threatened for the total
        or
        partial condemnation of any Mortgaged Property.

       

      (l)  The
        Mortgaged Property and all improvements thereon comply with all requirements
        of
        any applicable zoning and subdivision laws and ordinances.

       

      (m)  A
        lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
        assurance of title customary in the relevant jurisdiction therefor in a form
        acceptable to Fannie Mae or Freddie Mac, was issued on the date that each
        Mortgage Loan was created by a title insurance company which, to the best
        of the
        related Mortgage Loan Seller’s knowledge, was qualified to do business in the
        jurisdiction where the related Mortgaged Property is located, insuring such
        Mortgage Loan Seller and its successors and assigns that the Mortgage is
        a first
        priority lien on the related Mortgaged Property in the original principal
        amount
        of the Mortgage Loan. The related Mortgage Loan Seller is the sole insured
        under
        such lender’s title insurance policy, and such policy, binder or assurance is
        valid and remains in full force and effect, and each such policy, binder
        or
        assurance shall contain all applicable endorsements including a negative
        amortization endorsement, if applicable. 

       

      (n)  At
        the
        time of origination, each Mortgaged Property was the subject of an appraisal
        which conformed to the underwriting requirements of the originator of the
        Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or
        Freddie Mac.

       

      (o)  The
        improvements on each Mortgaged Property securing a Mortgage Loan are insured
        (by
        an insurer which is acceptable to the related Mortgage Loan Seller) against
        loss
        by fire and such hazards as are covered under a standard extended coverage
        endorsement in the locale in which the Mortgaged Property is located, in
        an
        amount which is not less than the lesser of the maximum insurable value of
        the
        improvements securing such Mortgage Loan or the outstanding principal balance
        of
        the Mortgage Loan, but in no event in an amount less than an amount that
        is
        required to prevent the Mortgagor from being deemed to be a co-insurer
        thereunder; if the improvement on the Mortgaged Property is a condominium
        unit,
        it is included under the coverage afforded by a blanket policy for the
        condominium project; if upon origination of the related Mortgage Loan, the
        improvements on the Mortgaged Property were in an area identified as a federally
        designated flood area, a flood insurance policy is in effect in an amount
        representing coverage not less than the least of (i) the outstanding principal
        balance of the Mortgage Loan, (ii) the restorable cost of improvements located
        on such Mortgaged Property or (iii) the maximum coverage available under
        federal
        law; and each Mortgage obligates the Mortgagor thereunder to maintain the
        insurance referred to above at the Mortgagor’s cost and expense.

       

      (p)  Each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
        (7)
        and (9) without reliance on the provisions of Treasury Regulation Section
        1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
        provision that would allow a Mortgage Loan to be treated as a “qualified
        mortgage” notwithstanding its failure to meet the requirements of Section
        860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
        (2),
        (4), (5), (6), (7) and (9).

       

      (q)  None
        of
        the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
        226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
        TILA,
        which implements the Home Ownership and Equity Protection Act of 1994, as
        amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home
        Ownership Security Act of 2002 that were originated between November 26,
        2003
        and July 7, 2004), “high risk home” or “predatory” loans under any applicable
        state, federal or local law (or a similarly classified loan using different
        terminology under a law imposing heightened regulatory scrutiny or additional
        legal liability for residential mortgage loans having high interest rates,
        points and/or fees).

       

      (r)  The
        information set forth in Schedule A of the Prospectus Supplement with respect
        to
        the Mortgage Loans
        is true
        and correct in all material respects.

       

      (s)  No
        Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms
        are
        defined in the then current Standard & Poor’s LEVELS® Glossary, which is now
        Version 5.7, Appendix E, attached hereto as Exhibit 6) or (b) was originated
        on
        or after October 1, 2002 and before March 7, 2003, which is governed by the
        Georgia Fair Lending Act.

       

      (t)  Each
        Mortgage Loan was originated in accordance with the underwriting guidelines
        of
        the related originator.

       

      (u)  Each
        original Mortgage has been recorded or is in the process of being recorded
        in
        accordance with the requirements of Section 2.01 of the Pooling and Servicing
        Agreement in the appropriate jurisdictions wherein such recordation is required
        to perfect the lien thereof for the benefit of the Trust Fund.

       

      (v)  The
        related Mortgage File contains each of the documents and instruments listed
        in
        Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
        substitutions and qualifications as are set forth in such Section.

       

      (w)  The
        Mortgage Loans are currently being serviced in accordance with accepted
        servicing practices.

       

      (x)  With
        respect to each Mortgage Loan that has a prepayment penalty feature, each
        such
        prepayment penalty is enforceable and will be enforced by the related Mortgage
        Loan Seller and each prepayment penalty
        is
        permitted pursuant to federal, state and local law. In addition, with respect
        to
        each Mortgage Loan (i) no Mortgage Loan will impose a prepayment penalty
        for a
        term in excess of five years from the date such Mortgage Loan was originated
        and
        (ii) such prepayment penalty is at least equal to the lesser of (A) the maximum
        amount permitted under applicable law and (B) six months interest at the
        related
        Mortgage Rate on the amount prepaid in excess of 20% of the original principal
        balance of such Mortgage Loan.

       

      (y)  If
        any of
        the Mortgage Loans are secured by a leasehold interest, with respect to each
        leasehold interest: the use of leasehold estates for residential properties
        is
        an accepted practice in the area where the related Mortgaged Property is
        located; residential property in such area consisting of leasehold estates
        is
        readily marketable; the lease is recorded and no party is in any way in breach
        of any provision of such lease; the leasehold is in full force and effect
        and is
        not subject to any prior lien or encumbrance by which the leasehold could
        be
        terminated or subject to any charge or penalty; and the remaining term of
        the
        lease does not terminate less than ten years after the maturity date of such
        Mortgage Loan.

       

      (z)  each
        Mortgage Loan was originated (a) by a savings and loan association, savings
        bank, commercial bank, credit union, insurance company or similar institution
        that is supervised and examined by a federal or state authority, (b) by a
        mortgagee approved by the Secretary of Housing and Urban Development pursuant
        to
        Sections 203 and 211 of the National Housing Act, as amended, or (c) by a
        mortgage broker or correspondent lender in a manner such that the related
        Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the
        Securities Exchange Act of 1934, as amended, as having been originated by
        an
        entity described in clauses (a) or (b) above.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 7 will inure to the benefit of the Purchaser, its successors and
        assigns, notwithstanding any restrictive or qualified endorsement on any
        Mortgage Note or assignment of Mortgage or the examination of any Mortgage
        File.
        Upon any substitution for a Mortgage Loan, the representations and warranties
        set forth above shall be deemed to be made by the related Mortgage Loan Seller
        as to any Replacement Mortgage Loan as of the date of substitution.

       

      Upon
        discovery or receipt of notice by EMC, the Purchaser or the Trustee of a
        breach
        of any representation or warranty of EMC set forth in this Section 7 which
        materially and adversely affects the value of the interests of the Purchaser,
        the Certificateholders or the Trustee in any of the Mortgage Loans delivered
        to
        the Purchaser pursuant to this Agreement, the party discovering or receiving
        notice of such breach shall give prompt written notice to the others. In
        the
        case of any such breach of a representation or warranty set forth in this
        Section 7, within 90 days from the date of discovery by EMC, or the date
        EMC is
        notified by the party discovering or receiving notice of such breach (whichever
        occurs earlier), EMC will (i) cure such breach in all material respects,
        (ii)
        purchase the affected Mortgage Loan at the applicable Purchase Price or (iii)
        if
        within two years of the Closing Date, substitute a qualifying Replacement
        Mortgage Loan in exchange for such Mortgage Loan; provided that, (A) in the
        case
        of a breach of the representation and warranty concerning the Mortgage Loan
        Schedule contained in clause (a) of this Section 7, if such breach is material
        and relates to any field on the Mortgage Loan Schedule which identifies any
        Prepayment Charge or (B) in the case of a breach of the representation contained
        in clause (x) of this Section 7, then, in each case, in lieu of purchasing
        such
        Mortgage Loan from the Trust Fund at the Purchase Price, EMC shall pay the
        amount of the Prepayment Charge (net of any amount previously collected by
        or
        paid to the Trust Fund in respect of such Prepayment Charge) from its own
        funds
        and without reimbursement therefor, and EMC shall have no obligation to
        repurchase or substitute for such Mortgage Loan. The obligations of EMC to
        cure,
        purchase or substitute a qualifying Replacement Mortgage Loan shall constitute
        the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive
        remedy under this Agreement or otherwise respecting a breach of representations
        or warranties hereunder with respect to the Mortgage Loans, except for the
        obligation of EMC to indemnify the Purchaser for such breach as set forth
        in and
        limited by Section 14 hereof.

       

      Any
        cause
        of action against EMC or relating to or arising out of a breach by EMC of
        any
        representations and warranties made in this Section 7 shall accrue as to
        any
        Mortgage Loan upon (i) discovery of such breach by EMC or notice thereof
        by the
        party discovering such breach and (ii) failure by EMC to cure such breach,
        purchase such Mortgage Loan or substitute a qualifying Replacement Mortgage
        Loan
        pursuant to the terms hereof.

       

      SECTION
        8.   Representations
        and Warranties Concerning EMC.
        As of
        the date hereof and as of the Closing Date, EMC represents and warrants to
        the
        Purchaser and Master Funding as to itself in the capacity indicated as
        follows:

       

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

       

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

       

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

       

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

       

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

       

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

       

      (g)  The
        Mortgage Loan Sellers’ Information (as defined in Section 14(a) hereof) does not
        include any untrue statement of a material fact or omit to state a material
        fact
        necessary in order to make the statements made, in light of the circumstances
        under which they were made, not misleading.

       

      SECTION
        9.   Representations
        and Warranties Concerning the Purchaser.
        As of
        the date hereof and as of the Closing Date, the Purchaser represents and
        warrants to the Mortgage Loan Sellers as follows:

       

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

       

      (b)  The
        Purchaser has full power to own its property, to carry on its business as
        presently conducted and to enter into and perform its obligations under this
        Agreement;

       

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

       

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

       

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

       

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

       

      (g)  The
        Purchaser’s Information (as defined in Section 14(b) hereof) does not include
        any untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements made, in light of the circumstances
        under which they were made, not misleading.

       

      SECTION
        10.   Representations
        and Warranties Concerning Master Funding.
        As of
        the date hereof and as of the Closing Date, Master Funding represents and
        warrants to EMC and the Purchaser as follows:

       

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

       

      (b)  Master
        Funding has full power to own its property, to carry on its business as
        presently conducted and to enter into and perform its obligations under this
        Agreement;

       

      (c)  The
        execution and delivery by Master Funding of this Agreement has been duly
        authorized by all necessary action on the part of Master Funding; and neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions herein contemplated, nor compliance with the provisions hereof
        or
        thereof, will conflict with or result in a breach of, or constitute a default
        under, any of the provisions of any law, governmental rule, regulation,
        judgment, decree or order binding on Master Funding or its properties or
        the
        written consent of the sole member or limited liability company agreement
        of
        Master Funding, except those conflicts, breaches or defaults which would
        not
        reasonably be expected to have a material adverse effect on Master Funding’s
        ability to enter into this Agreement and to consummate the transactions
        contemplated hereby;

       

      (d)  The
        execution, delivery and performance by Master Funding of this Agreement and
        the
        consummation of the transactions contemplated hereby do not require the consent
        or approval of, the giving of notice to, the registration with, or the taking
        of
        any other action in respect of, any state, federal or other governmental
        authority or agency, except those consents, approvals, notices, registrations
        or
        other actions as have already been obtained, given or made and, in connection
        with the recordation of the Mortgages, powers of attorney or assignments
        of
        Mortgages not yet completed;

       

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

       

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

       

      SECTION
        11.   Conditions
        to Closing. 

       

      (a)   
          The
        obligations of the Purchaser under this Agreement will be subject to the
        satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      (1)  Each
        of
        the obligations of each Mortgage Loan Seller required to be performed at
        or
        prior to the Closing Date pursuant to the terms of this Agreement shall have
        been duly performed and complied with in all material respects; all of the
        representations and warranties of each Mortgage Loan Seller under this Agreement
        shall be true and correct as of the date or dates specified in all material
        respects; and no event shall have occurred which, with notice or the passage
        of
        time, would constitute a default under this Agreement or the Pooling and
        Servicing Agreement; and the Purchaser shall have received certificates to
        that
        effect signed by authorized officers of each of the Mortgage Loan
        Sellers.

       

      (2)  The
        Purchaser shall have received all of the following closing documents, in
        such
        forms as are agreed upon and reasonably acceptable to the Purchaser, duly
        executed by all signatories other than the Purchaser as required pursuant
        to the
        respective terms thereof:

       

      (i)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to the Trustee and the Purchaser, and all documents required thereby duly
        executed by all signatories;

       

      (ii)  A
        certificate of an officer of EMC dated as of the Closing Date, in a form
        reasonably acceptable to the Purchaser, and attached thereto the resolutions
        of
        EMC authorizing the transactions contemplated by this Agreement, together
        with
        copies of the articles of incorporation, by-laws and certificate of good
        standing of EMC;

       

      (iii)  A
        certificate of an officer of Master Funding dated as of the Closing Date,
        in a
        form reasonably acceptable to the Purchaser, and attached thereto the
        resolutions of Master Funding authorizing the transactions contemplated by
        this
        Agreement, together with copies of the written consent of the sole member,
        limited liability company agreement and certificate of good standing of Master
        Funding;

       

      (iv)  One
        or
        more opinions of counsel from the Mortgage Loan Sellers’ counsel otherwise in
        form and substance reasonably satisfactory to the Purchaser, the Trustee
        and the
        Rating Agency;

       

      (v)  A
        letter
        from the Rating Agency giving each Class of Certificates set forth on Schedule
        A
        hereto the rating set forth therein; and

       

      (vi)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        ratings from the Rating Agency for the Certificates.

       

      (3)  The
        Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement
        and the Purchase Agreement shall have been issued and sold to Bear
        Stearns.

       

      (4)  Each
        Mortgage Loan Seller shall have furnished to the Purchaser such other
        certificates of its officers or others and such other documents and opinions
        of
        counsel to evidence fulfillment of the conditions set forth in this Agreement
        and the transactions contemplated hereby as the Purchaser and their respective
        counsel may reasonably request.

       

      (b)   
          The
        obligations of each Mortgage Loan Seller under this Agreement shall be subject
        to the satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      (1)  The
        obligations of the Purchaser required to be performed by it on or prior to
        the
        Closing Date pursuant to the terms of this Agreement shall have been duly
        performed and complied with in all material respects, and all of the
        representations and warranties of the Purchaser under this Agreement shall
        be
        true and correct in all material respects as of the date hereof and as of
        the
        Closing Date, and no event shall have occurred which would constitute a breach
        by it of the terms of this Agreement or the Pooling and Servicing Agreement,
        and
        each Mortgage Loan Seller shall have received a certificate to that effect
        signed by an authorized officer of the Purchaser.

       

      (2)  Each
        Mortgage Loan Seller shall have received copies of all of the following closing
        documents, in such forms as are agreed upon and reasonably acceptable to
        each
        Mortgage Loan Seller, duly executed by all signatories other than the related
        Mortgage Loan Seller as required pursuant to the respective terms
        thereof:

       

      (i)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to EMC and the Trustee, and all documents required thereby duly executed
        by all
        signatories;

       

      (ii)  A
        certificate of an officer of the Purchaser dated as of the Closing Date,
        in a
        form reasonably acceptable to each Mortgage Loan Seller, and attached thereto
        the written consent of the member of the Purchaser authorizing the transactions
        contemplated by this Agreement, the Pooling and Servicing Agreement, together
        with copies of the Purchaser’s certificate of formation, limited liability
        company agreement and evidence as to the good standing of the Purchaser dated
        as
        of a recent date;

       

      (iii)  One
        or
        more opinions of counsel from the Purchaser’s counsel in form and substance
        reasonably satisfactory to each Mortgage Loan Seller, the Trustee and the
        Rating
        Agency; and

       

      (iv)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        rating from the Rating Agency for the Certificates.

       

      SECTION
        12.   Fees
        and Expenses.
        Subject
        to Section 17 hereof, EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) shall pay on the Closing Date or such later date
        as
        may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage
        Loan
        Sellers’ attorneys and the reasonable fees and expenses of the Purchaser’s
        attorneys, (ii) the fees and expenses of Deloitte & Touche llp,
        (iii)
        the fee for the use of Purchaser’s Registration Statement based on the aggregate
        original principal amount of the Certificates and the filing fee of the
        Commission as in effect on the date on which the Registration Statement was
        declared effective, (iv) the fees and expenses including counsel’s fees and
        expenses in connection with any “blue sky” and legal investment matters, (v) the
        fees and expenses of the Trustee which shall include without limitation the
        fees
        and expenses of the Trustee (and the fees and disbursements of its counsel)
        with
        respect to (A) legal and document review of this Agreement, the Pooling and
        Servicing Agreement, the Certificates and related agreements, (B) attendance
        at
        the Closing and (C) review of the Mortgage Loans to be performed by the Trustee
        or the Custodian on its behalf, (vi) the expenses for printing or otherwise
        reproducing the Certificates, the Prospectus, the Prospectus Supplement and
        the
        Free Writing Prospectus, (vii) the fees and expenses of the Rating Agency
        (both
        initial and ongoing), (viii) the fees and expenses relating to the preparation
        and recordation of mortgage assignments (including intervening assignments,
        if
        any and if available, to evidence a complete chain of title from the originator
        to the Trustee) from each Mortgage Loan Seller to the Trustee or the expenses
        relating to the Opinion of Counsel referred to in Section 6(a) hereof, as
        the
        case may be and (ix) Mortgage File due diligence expenses and other
        out-of-pocket expenses incurred by the Purchaser in connection with the purchase
        of the Mortgage Loans and by Bear Stearns in connection with the sale of
        the
        Certificates. EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) additionally agrees to pay directly to any third party on
        a
        timely basis the fees provided for above which are charged by such third
        party
        and which are billed periodically.

       

      SECTION
        13.   Accountants’
        Letters. 

       

      (a)  Deloitte
        & Touche LLP
        will
        review the characteristics of a sample of the Mortgage Loans described in
        the
        Mortgage Loan Schedule and will compare those characteristics to the description
        of the Mortgage Loans contained in the Free Writing Prospectus under the
        captions “Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A
        thereto. Deloitte & Touche LLP
        will
        review the characteristics of a sample of the Mortgage Loans described in
        the
        Mortgage Loan Schedule and will compare those characteristics to the description
        of the Mortgage Loans contained in the Prospectus Supplement under the captions
        “Summary—The Mortgage Loans” and “The Mortgage Pool” and in Schedule A thereto.
        EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
        Funding) will cooperate with the Purchaser in making available all information
        and taking all steps reasonably necessary to permit such accountants to complete
        the review and to deliver the letters required of them under the Underwriting
        Agreement. Deloitte & Touche LLP
        will
        also confirm certain calculations as set forth under the caption “Yield,
        Prepayment and Maturity Considerations” in the Free Writing Prospectus and in
        the Prospectus Supplement.

       

      (b)  To
        the
        extent statistical information with respect to EMC’s servicing portfolio is
        included in the Free Writing Prospectus and in the Prospectus Supplement
        under
        the caption “Servicing of the Mortgage Loans—The Master Servicer,” a letter from
        the certified public accountant for EMC will be delivered to the Purchaser
        dated
        the date of the Prospectus Supplement, in the form previously agreed to by
        EMC
        and the Purchaser, with respect to such statistical information.

       

      SECTION
        14.   Indemnification. 

       

      (a)  EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        shall
        indemnify and hold harmless the Purchaser and its directors, officers and
        controlling persons (as defined in Section 15 of the Securities Act) from
        and
        against any loss, claim, damage or liability or action in respect thereof,
        to
        which they or any of them may become subject, under the Securities Act or
        otherwise, insofar as such loss, claim, damage, liability or action arises
        out
        of, or is based upon any untrue statement of a material fact contained in
        the
Mortgage
        Loan Sellers’ Information
        as
        identified in Exhibit
        3,
        the
        omission to state in the Free Writing Prospectus, the Prospectus Supplement
        or
        Prospectus (or any amendment thereof or supplement thereto approved by EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        and in
        which additional Mortgage Loan Sellers’ Information is identified), in reliance
        upon and in conformity with Mortgage Loan Sellers’ Information a material fact
        required to be stated therein or necessary to make the statements therein
        in
        light of the circumstances in which they were made, not misleading, and EMC
        (on
        its own behalf as a Mortgage Loan Seller and on behalf of Master Funding)
        shall
        reimburse the Purchaser and each other indemnified party for any legal and
        other
        expenses reasonably incurred by them in connection with investigating or
        defending or preparing to defend against any such loss, claim, damage, liability
        or action.

       

      The
        foregoing indemnity agreement is in addition to any liability which EMC or
        Master Funding otherwise may have to the Purchaser or any other such indemnified
        party.

       

      (b)  The
        Purchaser shall indemnify and hold harmless each Mortgage Loan Seller and
        its
        respective directors, officers and controlling persons (as defined in Section
        15
        of the Securities Act) from and against any loss, claim, damage or liability
        or
        action in respect thereof, to which they or any of them may become subject,
        under the Securities Act or otherwise, insofar as such loss, claim, damage,
        liability or action arises out of, or is based upon any untrue statement
        of a
        material fact contained in the Purchaser’s
        Information
        as
        identified in Exhibit
        4,
        the
        omission to state in the Free Writing Prospectus, the Prospectus Supplement
        or
        Prospectus (or any amendment thereof or supplement thereto approved by the
        Purchaser and in which additional Purchaser’s Information is identified), in
        reliance upon and in conformity with the Purchaser’s Information, a material
        fact required to be stated therein or necessary to make the statements therein
        in light of the circumstances in which they were made, not misleading, and
        the
        Purchaser shall reimburse each Mortgage Loan Seller, and each other indemnified
        party for any legal and other expenses reasonably incurred by them in connection
        with investigating or defending or preparing to defend any such loss, claim,
        damage, liability or action. The foregoing indemnity agreement is in addition
        to
        any liability which the Purchaser otherwise may have to the Mortgage Loan
        Sellers, or any other such indemnified party.

       

      (c)  Promptly
        after receipt by an indemnified party under subsection (a) or (b) above of
        notice of the commencement of any action, such indemnified party shall, if
        a
        claim in respect thereof is to be made against the indemnifying party under
        such
        subsection, notify each party against whom indemnification is to be sought
        in
        writing of the commencement thereof (but the failure so to notify an
        indemnifying party shall not relieve it from any liability which it may have
        under this Section 14 except to the extent that it has been prejudiced in
        any
        material respect by such failure or from any liability which it may have
        otherwise). In case any such action is brought against any indemnified party,
        and it notifies an indemnifying party of the commencement thereof, the
        indemnifying party will be entitled to participate therein and, to the extent
        it
        may elect by written notice delivered to the indemnified party promptly (but,
        in
        any event, within 30 days) after receiving the aforesaid notice from such
        indemnified party, to assume the defense thereof with counsel reasonably
        satisfactory to such indemnified party. Notwithstanding the foregoing, the
        indemnified party or parties shall have the right to employ its or their
        own
        counsel in any such case, but the fees and expenses of such counsel shall
        be at
        the expense of such indemnified party or parties unless (i) the employment
        of
        such counsel shall have been authorized in writing by one of the indemnifying
        parties in connection with the defense of such action, (ii) the indemnifying
        parties shall not have employed counsel to have charge of the defense of
        such
        action within a reasonable time after notice of commencement of the action,
        or
        (iii) such indemnified party or parties shall have reasonably concluded that
        there is a conflict of interest between itself or themselves and the
        indemnifying party in the conduct of the defense of any claim or that the
        interests of the indemnified party or parties are not substantially co-extensive
        with those of the indemnifying party (in which case the indemnifying parties
        shall not have the right to direct the defense of such action on behalf of
        the
        indemnified party or parties), in any of which events such fees and expenses
        shall be borne by the indemnifying parties (provided,
        however,
        that
        the indemnifying party shall be liable only for the fees and expenses of
        one
        counsel in addition to one local counsel in the jurisdiction involved. Anything
        in this subsection to the contrary notwithstanding, an indemnifying party
        shall
        not be liable for any settlement or any claim or action effected without
        its
        written consent; provided,
        however,
        that
        such consent was not unreasonably withheld.

       

      (d)  If
        the
        indemnification provided for in paragraphs (a) and (b) of this Section 14
        shall
        for any reason be unavailable to an indemnified party in respect of any loss,
        claim, damage or liability, or any action in respect thereof, referred to
        in
        Section 14, then the indemnifying party shall in lieu of indemnifying the
        indemnified party contribute to the amount paid or payable by such indemnified
        party as a result of such loss, claim, damage or liability, or action in
        respect
        thereof, in such proportion as shall be appropriate to reflect the relative
        benefits received by the Mortgage Loan Sellers on the one hand and the Purchaser
        on the other from the purchase and sale of the Mortgage Loans, the offering
        of
        the Certificates and the other transactions contemplated hereunder. No person
        found liable for a fraudulent misrepresentation shall be entitled to
        contribution from any person who is not also found liable for such fraudulent
        misrepresentation.

       

      (e)  The
        parties hereto agree that reliance by an indemnified party on any publicly
        available information or any information or directions furnished by an
        indemnifying party shall not constitute negligence, bad faith or willful
        misconduct by such indemnified party.

       

      SECTION
        15.   Notices.
        All
        demands, notices and communications hereunder shall be in writing but may
        be
        delivered by facsimile transmission subsequently confirmed in writing. Notices
        to EMC shall be directed to EMC Mortgage Corporation, 2780 Lake Vista Drive,
        Lewisville, Texas 75067,(Facsimile:
        (469-759-4714)) Attention: President or General Counsel;
        notices
        to Master Funding shall be directed to Master Funding LLC, 2780 Lake Vista
        Drive, Lewisville, Texas 75067 (Facsimile: (214) 626-4889) Attention: Mark
        Novachek; and notices to the Purchaser shall be directed to Bear Stearns
        Asset
        Backed Securities I LLC, 383 Madison Avenue, New York, New York 10179,
        (Telecopy: (212-272-7206)), Attention: Chief Counsel; or to any other address
        as
        may hereafter be furnished by one party to the other party by like
        notice.  Any such demand, notice or communication hereunder shall be
        deemed to have been received on the date received at the premises of the
        addressee (as evidenced, in the case of registered or certified mail, by
        the
        date noted on the return receipt) provided that it is received on a business
        day
        during normal business hours and, if received after normal business hours,
        then
        it shall be deemed to be received on the next business day.

       

      SECTION
        16.   Transfer
        of Mortgage Loans.
        The
        Purchaser retains the right to assign the Mortgage Loans and any or all of
        its
        interest under this Agreement to the Trustee without the consent of the Mortgage
        Loan Sellers, and, upon such assignment, the Trustee shall succeed to the
        applicable rights and obligations of the Purchaser hereunder; provided, however,
        the Purchaser shall remain entitled to the benefits set forth in Sections
        12, 14
        and 18 hereto and as provided in Section 2(a). Notwithstanding the foregoing,
        the sole and exclusive right and remedy of the Trustee with respect to a
        breach
        of representation or warranty of the Mortgage Loan Sellers shall be the cure,
        purchase or substitution obligations of EMC contained in Sections 5 and 7
        hereof.

       

      SECTION
        17.   Termination.
        This
        Agreement may be terminated (a) by the mutual consent of the parties hereto
        prior to the Closing Date, (b) by the Purchaser, if the conditions to the
        Purchaser’s obligation to close set forth under Section 11(a) hereof are not
        fulfilled as and when required to be fulfilled or (c) by any Mortgage Loan
        Seller, if the conditions to the Mortgage Loan Sellers’ obligation to close set
        forth under Section 11(b) hereof are not fulfilled as and when required to
        be
        fulfilled. In the event of termination pursuant to clause (b), EMC (on its
        own
        behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall pay,
        and
        in the event of termination pursuant to clause (c), the Purchaser shall pay,
        all
        reasonable out-of-pocket expenses incurred by the other in connection with
        the
        transactions contemplated by this Agreement. In the event of a termination
        pursuant to clause (a), each party shall be responsible for its own
        expenses.

       

      SECTION
        18.   Representations,
        Warranties and Agreements to Survive Delivery.
        All
        representations, warranties and agreements contained in this Agreement, or
        contained in certificates of officers of the Mortgage Loan Sellers submitted
        pursuant hereto, shall remain operative and in full force and effect and
        shall
        survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
        to
        the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
        each of EMC’s representations and warranties contained herein with respect to
        the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually
        delivered to the Purchaser and included in the Mortgage Loan Schedule and
        any
        Replacement Mortgage Loan.

       

      SECTION
        19.   Severability.
        If any
        provision of this Agreement shall be prohibited or invalid under applicable
        law,
        this Agreement shall be ineffective only to such extent, without invalidating
        the remainder of this Agreement.

       

      SECTION
        20.   Counterparts.
        This
        Agreement may be executed in counterparts, each of which will be an original,
        but which together shall constitute one and the same agreement.

       

      SECTION
        21.   Amendment.
        This
        Agreement cannot be amended or modified in any manner without the prior written
        consent of each party.

       

      SECTION
        22.   GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
        OF
        THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
        OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

       

      SECTION
        23.   Further
        Assurances.
        Each of
        the parties agrees to execute and deliver such instruments and take such
        actions
        as another party may, from time to time, reasonably request in order to
        effectuate the purpose and to carry out the terms of this Agreement including
        any amendments hereto which may be required by either Rating
        Agency.

       

      SECTION
        24.   Successors
        and Assigns.
        This
        Agreement shall bind and inure to the benefit of and be enforceable by each
        of
        the Mortgage Loan Sellers and the Purchaser and their permitted successors
        and
        assigns and, to the extent specified in Section 14 hereof, Bear Stearns,
        and
        their directors, officers and controlling persons (within the meaning of
        federal
        securities laws). The Mortgage Loan Sellers acknowledge and agree that the
        Purchaser may assign its rights under this Agreement (including, without
        limitation, with respect to EMC’s representations and warranties respecting the
        Mortgage Loans) to the Trustee. Any person into which any Mortgage Loan Seller
        may be merged or consolidated (or any person resulting from any merger or
        consolidation involving such Mortgage Loan Seller), any person resulting
        from a
        change in form of such Mortgage Loan Seller or any person succeeding to the
        business of such Mortgage Loan Seller, shall be considered the “successor” of
        such Mortgage Loan Seller, hereunder and shall be considered a party hereto
        without the execution or filing of any paper or any further act or consent
        on
        the part of any party hereto. Except as provided in the two preceding sentences,
        this Agreement cannot be assigned, pledged or hypothecated by either party
        hereto without the written consent of the other parties to this Agreement
        and
        any such assignment or purported assignment shall be deemed null and
        void.

       

      SECTION
        25.   The
        Mortgage Loan Sellers.
        EMC
        will keep in full force and effect its existence, all rights and franchises
        as a
        corporation under the laws of the State of its incorporation and will obtain
        and
        preserve its qualification to do business as a foreign corporation in each
        jurisdiction in which such qualification is necessary to perform its obligations
        under this Agreement.
        Master
        Funding will keep in full force and effect its existence, all rights and
        franchises as a limited liability company under the laws of the State of
        its
        formation and will obtain and preserve its qualification to do business as
        a
        foreign limited liability company in each jurisdiction in which such
        qualification is necessary to perform its obligations under this
        Agreement.

       

      SECTION
        26.   Entire
        Agreement.
        This
        Agreement contains the entire agreement and understanding between the parties
        with respect to the subject matter hereof, and supersedes all prior and
        contemporaneous agreements, understandings, inducements and conditions, express
        or implied, oral or written, of any nature whatsoever with respect to the
        subject matter hereof.

       

      SECTION
        27.   No
        Partnership.
        Nothing
        herein contained shall be deemed or construed to create a partnership or
        joint
        venture between the parties hereto.

       

      


      

        

        
          * Please
            contact Bear Stearns for pricing information.

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective duly authorized officers as of the date first above
        written.

       

      
        	 	 	 
	 	
                EMC
                  MORTGAGE CORPORATION

              
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                

              
	 	Title:	
              


      

       

      
        
          	 	 	 
	 	
                  BEAR
                    STEARNS ASSET BACKED SECURITIES I LLC

                
	 
 	 
 	 
 
	 	By:  	 
	 	Name:   	
                  
Baron
                  Silverstein 
	 	Title:	Vice President


        

        
           

          
            	 	 	 
	 	
                    MASTER
                      FUNDING LLC

                  
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	Name:   	
                    

                  
	 	Title:	
                  


          

           

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                
                

              

            




        

      

      EXHIBIT
        1

       

      CONTENTS
        OF MORTGAGE FILE

       

      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser
        or its
        designee, and which shall be delivered to the Purchaser or its designee pursuant
        to the terms of this Agreement.

       

      (i)  The
        original Mortgage Note, including any riders thereto, endorsed without recourse
        to the order of blank or to “LaSalle Bank National Association, as Trustee for
        certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
        Certificates, Series 2007-AQ2,” and showing to the extent available to the
        related Mortgage Loan Seller an unbroken chain of endorsements from the original
        payee thereof to the Person endorsing it to the Trustee;

       

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

       

      (iii)  Unless
        the Mortgage Loan is either a MOM Loan or has been assigned in the name of
        MERS,
        the assignment (either an original or a copy, which may be in the form of
        a
        blanket assignment if permitted in the jurisdiction in which the Mortgaged
        Property is located) to the Trustee of the Mortgage with respect to each
        Mortgage Loan in the name of “LaSalle Bank National Association, as Trustee for
        certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed
        Certificates, Series 2007-AQ2,” which shall have been recorded (or if clause (x)
        in the proviso below applies, shall be in recordable form);

       

      (iv)  An
        original or a copy of all intervening assignments of the Mortgage, if any,
        to
        the extent available to the related Mortgage Loan Seller, with evidence of
        recording thereon;

       

      (v)  The
        original policy of title insurance or mortgagee’s certificate of title insurance
        or commitment or binder for title insurance, if available, or a copy thereof,
        or, in the event that such original title insurance policy is unavailable,
        a
        photocopy thereof, or in lieu thereof, a current lien search on the related
        Mortgaged Property; and

       

      (vi)  Originals
        or copies of all available assumption, modification or substitution agreements,
        if any; 

       

      provided,
        however, that in lieu of the foregoing, the related Mortgage Loan Seller
        may
        deliver the following documents, under the circumstances set forth below:
        (x) if
        any Mortgage (other than the Mortgages related to the EMC Flow Loans),
        assignment thereof to the Trustee or intervening assignments thereof have
        been
        delivered or are being delivered to recording offices for recording and have
        not
        been returned in time to permit their delivery as specified above, the related
        Mortgage Loan Seller may deliver a true copy thereof with a certification
        by the
        related Mortgage Loan Seller or the Master Servicer, on the face of such
        copy,
        substantially as follows: “Certified to be a true and correct copy of the
        original, which has been transmitted for recording”; (y) in lieu of the
        Mortgage, assignments to the Trustee or intervening assignments thereof,
        if the
        applicable jurisdiction retains the originals of such documents or if the
        originals are lost (in each case, as evidenced by a certification from the
        related Mortgage Loan Seller or the Master Servicer to such effect), the
        related
        Mortgage Loan Seller may deliver photocopies of such documents containing
        an
        original certification by the judicial or other governmental authority of
        the
        jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage
        Notes relating to the Mortgage Loans identified in the list set forth in
        Exhibit
        I to the Pooling and Servicing Agreement, the related Mortgage Loan Seller
        may
        deliver a lost note affidavit and indemnities of the related Mortgage Loan
        Seller; and provided, further, however, that in the case of Mortgage Loans
        which
        have been prepaid in full after the Cut-Off Date and prior to the Closing
        Date,
        the related Mortgage Loan Seller, in lieu of delivering the above documents,
        may
        deliver to the Trustee a certification by the related Mortgage Loan Seller
        or
        the Master Servicer to such effect. In the case of the documents referred
        to in
        clause (x) above, the related Mortgage Loan Seller shall deliver such documents
        to the Trustee or its Custodian promptly after they are received. EMC (on
        its
        own behalf as a Mortgage Loan Seller and on behalf of Master Funding) shall
        cause, at its expense, the Mortgage and intervening assignments, if any,
        and to
        the extent required in accordance with the foregoing, the assignment of the
        Mortgage to the Trustee to be submitted for recording promptly after the
        Closing
        Date; provided that EMC (on its own behalf as a Mortgage Loan Seller and
        on
        behalf of Master Funding) need not cause to be recorded any assignment (a)
        in
        any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
        addressed to the Trustee delivered by EMC (on its own behalf as a Mortgage
        Loan
        Seller and on behalf of Master Funding) to the Trustee, and the Rating Agency,
        the recordation of such assignment is not necessary to protect the Trustee’s
        interest in the related Mortgage Loan or (b) if MERS is identified on the
        Mortgage or on a properly recorded assignment of the Mortgage as mortgagee
        of
        record solely as nominee for EMC (on its own behalf as a Mortgage Loan Seller
        and on behalf of Master Funding) and its successors and assigns. In the event
        that EMC (on its own behalf as a Mortgage Loan Seller and on behalf of Master
        Funding), the Purchaser or the Master Servicer gives written notice to the
        Trustee that a court has recharacterized the sale of the Mortgage Loans as
        a
        financing, EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) shall submit or cause to be submitted for recording as specified
        above or, should EMC (on its own behalf as a Mortgage Loan Seller and on
        behalf
        of Master Funding) fail to perform such obligations, the Master Servicer
        shall
        cause each such previously unrecorded assignment to be submitted for recording
        as specified above at the expense of the Trust. In the event a Mortgage File
        is
        released to EMC (on its own behalf as a Mortgage Loan Seller and on behalf
        of
        Master Funding) or the Master Servicer as a result of such Person having
        completed a Request for Release, the Custodian shall, if not so completed,
        complete the assignment of the related Mortgage in the manner specified in
        clause (iii) above.

       

      


      



      EXHIBIT
        2

      MORTGAGE
        LOAN SCHEDULE INFORMATION

      


      The
        Mortgage Loan Schedule 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 Rate;

      (d)  the
        Servicing Fee Rate;

      (e)  the
        Master Servicer’s Fee Rate;

      (f)  the
        LPMI
        Fee, if applicable;

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

      (s)  the
        Gross
        Margin, if applicable;

      (t)  the
        next
        Adjustment Date, if applicable;

      (u)  the
        Maximum Lifetime Mortgage Rate, if applicable;

      (v)  the
        Minimum Lifetime Mortgage Rate, if applicable;

      (w)  the
        Periodic Rate Cap, if applicable; 

      (x)  the
        Loan
        Group, if applicable;

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

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

      (aa)  the
        Prepayment Charge, if any;

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

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

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

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

      (ff)  the
        Mortgage Loan Seller; and

      (gg)  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
        (o)
        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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        3

       

      MORTGAGE
        LOAN SELLERS’ INFORMATION

       

      All
        information in the Prospectus Supplement described under the following captions:
        “SUMMARY — The Mortgage Loans,” “THE MORTGAGE POOL”, “THE SPONSOR”, “STATIC POOL
        INFORMATION” and “SCHEDULE A — Mortgage Loan Statistical Data.”

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        4

       

      PURCHASER’S
        INFORMATION

       

      All
        information in the Free Writing Prospectus, Prospectus Supplement and the
        Prospectus, except the Mortgage Loan Sellers’ Information. 

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        5

       

      SCHEDULE
        OF LOST NOTES

       

      Available
        Upon Request

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        6

       

      REVISED
        October 20, 2006

      


      APPENDIX
        E - Standard & Poor’s Predatory Lending Categories

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as Covered are included
        in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry.

       

      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-Predatory Lending Law

              
	
                Arkansas

              	
                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                Effective
                  July 16, 2003

              	
                High
                  Cost Home Loan

              
	
                Cleveland
                  Heights, OH

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                Effective
                  June 2, 2003

              	
                Covered
                  Loan

              
	
                Colorado

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

              	
                Covered
                  Loan

              
	
                Connecticut

              	
                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                  et seq.

                Effective
                  October 1, 2001 

              	
                High
                  Cost Home Loan

              
	
                District
                  of Columbia

              	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                Effective
                  for loans closed on or after January 28, 2003

              	
                Covered
                  Loan

              
	
                Florida

              	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                Effective
                  October 2, 2002

              	
                High
                  Cost Home Loan

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
                  Effective October 1, 2002 - March 6, 2003

              	
                High
                  Cost Home Loan

              
	
                Georgia
                  as amended (Mar. 7, 2003 - current)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  for loans closed on or after March 7, 2003 

              	
                High
                  Cost Home Loan

              
	
                HOEPA
                  Section 32

              	
                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34

                Effective
                  October 1, 1995, amendments October 1, 2002

              	
                High
                  Cost Loan

              
	
                Illinois

              	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

              	
                High
                  Risk Home Loan

              
	
                Indiana

              	
                Indiana
                  Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq.

                Effective
                  January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
                  

              	
                High
                  Cost Home Loans 

              
	
                Kansas

              	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999

              	
                High
                  Loan to Value Consumer Loan (id. § 16a-3-207) and;

              
	
                High
                  APR Consumer Loan (id.
                  §16a-3-308a)

              
	
                Kentucky

              	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                  et seq.
                  

                Effective
                  June 24, 2003

              	
                High
                  Cost Home Loan

              
	
                Maine

              	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                Effective
                  September 29, 1995 and as amended from time to time

              	
                High
                  Rate High Fee Mortgage

              
	
                Massachusetts

              	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                  and 209 C.M.R. §§ 40.01 et seq.

                Effective
                  March 22, 2001 and amended from time to time

              	
                High
                  Cost Home Loan

              
	
                Nevada

              	
                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                Effective
                  October 1, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                High
                  Cost Home Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                High
                  Cost Home Loan

              
	
                New
                  York

              	
                N.Y.
                  Banking Law Article 6-l

                Effective
                  for applications made on or after April 1, 2003

              	
                High
                  Cost Home Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)
                  

              	
                High
                  Cost Home Loan

              
	
                Ohio

              	
                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 et seq.

                Effective
                  May 24, 2002 

              	
                Covered
                  Loan

              
	
                Oklahoma

              	
                Consumer
                  Credit Code (codified in various sections of Title 14A)

                Effective
                  July 1, 2000; amended effective January 1, 2004

              	
                Subsection
                  10 Mortgage

              
	
                Rhode
                  Island

              	
                Rhode
                  Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.

                Effective
                  December 31, 2006. 

              	
                High
                  Cost Home Loan

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                High
                  Cost Home Loan

              
	
                Tennessee

              	
                Tennessee
                  Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq.

                Effective
                  January 1, 2007.

              	
                High
                  Cost Home Loan

              
	
                West
                  Virginia

              	
                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 et seq.

                Effective
                  June 5, 2002

              	
                West
                  Virginia Mortgage Loan Act Loan

              


      

      


      
        	
                Standard
                  & Poor’s Covered Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Covered
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  November 27, 2003 - July 5, 2004

              	
                Covered
                  Home Loan

              


      

      


      
        	
                Standard
                  & Poor’s Home Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                Home
                  Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                Home
                  Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	
                Consumer
                  Home Loan

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                Consumer
                  Home Loan

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        A

       

      REQUIRED
        RATINGS FOR EACH CLASS OF CERTIFICATES

       

      


      
        	
                Class

              	
                Moody’s

              
	
                A-1

              	
                Aaa

              
	
                A-2

              	
                Aaa

              
	
                A-3

              	
                Aaa

              
	
                A-4

              	
                Aaa

              
	
                M-1

              	
                Aa1

              
	
                M-2

              	
                Aa2

              
	
                M-3

              	
                Aa3

              
	
                M-4

              	
                A1

              
	
                M-5

              	
                A2

              
	
                M-6

              	
                A3

              
	
                M-7

              	
                Baa1

              
	
                M-8

              	
                Baa2

              
	
                M-9

              	
                Baa3

              


      

       

      None
        of
        the above ratings has been lowered, qualified or withdrawn since the dates
        of
        issuance of such ratings by the Rating Agency.

       

      


      Private
        Certificates

      


      
        	
                Class

              	
                Moody’s

              
	
                CE

              	
                Not
                  Rated

              
	
                P

              	
                Not
                  Rated

              
	
                R-1

              	
                Not
                  Rated

              
	
                R-2

              	
                Not
                  Rated

              
	
                R-3

              	
                Not
                  Rated

              
	
                RX

              	
                Not
                  Rated

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        M

       

      SWAP
        AGREEMENT

       

      

        BEAR
          STEARNS FINANCIAL PRODUCTS INC.

        383
          MADISON AVENUE

        NEW
          YORK,
          NEW YORK 10179

        212-272-4009

        


        


        


        
          	
                  DATE:

                	
                  February
                    28, 2007

                
	
                   

                	 
	
                  TO:

                	
                  LaSalle
                    Bank National Association, not individually but solely as Supplemental
                    Interest Trust Trustee on behalf of the Supplemental Interest
                    Trust with
                    respect to the Bear
                    Stearns Asset Backed Securities I Trust 2007-AQ2 Asset-Backed
                    Certificates, Series 2007-AQ2

                
	
                  ATTENTION:

                	
                  Global
                    Securities and Trust Services - BSABS 2007-AQ2

                
	
                  TELEPHONE:

                	
                  312-992-1816

                
	
                  FACSIMILE:

                	
                  312-904-1368

                
	 	 
	 	 
	
                  FROM:

                	
                  Derivatives
                    Documentation

                
	
                  TELEPHONE:

                	
                  212-272-2711
                    

                
	
                  FACSIMILE: 

                	
                  212-272-9857
                    

                
	 	 
	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation and Agreement 

                
	 	 
	
                  REFERENCE
                    NUMBER:

                	
                  FXNSC9195

                


        

        


        The
          purpose of this long-form confirmation (“Confirmation”)
          is to
          confirm the terms and conditions of the current Transaction entered into
          on the
          Trade Date specified below (the “Transaction”)
          between
          Bear Stearns Financial Products Inc. (“Party
          A”) and
          LaSalle Bank National Association, not individually but solely as Supplemental
          Interest Trust Trustee on behalf of the Supplemental Interest Trust with
          respect
          to the Bear Stearns Asset Backed Securities I Trust 2007-AQ2 Asset-Backed
          Certificates, Series 2007-AQ2 (“Party
          B”).
          Reference is hereby made to the Pooling and Servicing Agreement, dated
          as
          of February
          1, 2007, among EMC Mortgage Corporation as seller, EMC Mortgage Corporation
          as
          master servicer, Bear Stearns Asset Backed Securities I LLC as depositor
          and
          LaSalle Bank National Association as trustee (the “Pooling
          and Servicing Agreement”).
          This
          Confirmation evidences a complete and binding agreement between you and
          us to
          enter into the Transaction on the terms set forth below and replaces any
          previous agreement between us with respect to the subject matter hereof.
          This
          Confirmation constitutes a “Confirmation”
          and also
          constitutes a “Schedule”
          as
          referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
          Support
          Annex to the Schedule. 

        


        
          	1.         
                    	
                  This
                    Confirmation shall supplement, form a part of, and be subject
                    to an
                    agreement in the form of the ISDA Master Agreement (Multicurrency
                    - Cross
                    Border) as published and copyrighted in 1992 by the International
                    Swaps
                    and Derivatives Association, Inc. (the “ISDA
                    Master Agreement”),
                    as if Party A and Party B had executed an agreement in such form
                    on the
                    date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                    and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                    Subject
                    to New York Law Only version) as published and copyrighted in
                    1994 by the
                    International Swaps and Derivatives Association, Inc., with Paragraph
                    13
                    thereof as set forth in Annex A hereto (the “Credit
                    Support Annex”).
                    For the avoidance of doubt, the Transaction described herein
                    shall be the
                    sole Transaction governed by such ISDA Master Agreement. In the
                    event of
                    any inconsistency among any of the following documents, the relevant
                    document first listed shall govern: (i) this Confirmation, exclusive
                    of
                    the provisions set forth in Item 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 hereof, which are incorporated
                    by reference
                    into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                    and (v) the ISDA Master Agreement.

                


        

        


        Each
          reference herein to a “Section” (unless specifically referencing the Pooling and
          Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
          a reference to a Section of the ISDA Master Agreement; each herein reference
          to
          a “Part” will be construed as a reference to the provisions herein deemed
          incorporated in a Schedule to the ISDA Master Agreement; each reference
          herein
          to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
          Support Annex.

        


        2.           
           The
          terms
          of the particular Transaction to which this Confirmation relates are as
          follows:

        


        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the amount set forth for such
                    period on
                    Schedule I attached hereto.

                
	 	 
	
                  Trade
                    Date:

                	
                  February
                    14, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  February
                    28, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  February
                    25, 2012, subject to adjustment in accordance with the Business
                    Day
                    Convention; provided, however, that for the purpose of determining
                    the
                    final Fixed Rate Payer Period End Date, Termination Date shall
                    be subject
                    to No Adjustment.

                
	 	 
	
                  Fixed
                    Amount:

                	 
	 	 
	
                  Fixed
                    Rate Payer:

                	
                  Counterparty

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during
                    the Term
                    of this Transaction, commencing March 25, 2007 and ending on
                    the
                    Termination Date, with No Adjustment.

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Payment
                    Date:

                	
                  Early
                    Payment shall be applicable. One Business Day prior to each Fixed
                    Rate
                    Payer Period End Date.

                
	 	 
	
                  Fixed
                    Rate:

                	
                  5.16800%

                
	 	 
	
                  Fixed
                    Amount:

                	
                  To
                    be determined in accordance with the following formula:


                
	 	 
	 	
                  Scale
                    Factor * Fixed Rate * Notional Amount * Fixed Rate Day Count
                    Fraction.

                
	
                  Fixed
                    Rate Day 

                	 
	
                  Count
                    Fraction:

                	
                  30/360

                
	 	 
	
                  Floating
                    Amounts:

                	 
	 	 
	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during
                    the Term
                    of this Transaction, commencing March 25, 2007 and ending on
                    the
                    Termination Date, subject to adjustment in accordance with the
                    Business
                    Day Convention.

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  Early
                    Payment shall be applicable. One Business Day prior to each Floating
                    Rate
                    Payer Period End Date.

                
	 	 
	
                  Floating
                    Rate for initial

                	 
	
                  Calculation
                    Period:

                	
                  To
                    be determined

                
	 	 
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA

                
	 	 
	
                  Floating
                    Amount:

                	
                  To
                    be determined in accordance with the following formula:


                
	 	 
	 	
                  Scale
                    Factor * Floating Rate Option * Notional Amount * Floating Rate
                    Day Count
                    Fraction.

                
	
                  Designated
                    Maturity:

                	
                  One
                    month

                
	 	 
	
                  Floating
                    Rate Day

                	 
	
                  Count
                    Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period.

                
	 	 
	
                  Compounding:

                	
                  Inapplicable

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York and Illinois

                
	 	 
	
                  Business
                    Day

                	 
	
                  Convention:

                	
                  Following

                
	 	 
	
                  Scale
                    Factor:

                	
                  100

                
	 	 
	
                  Calculation
                    Agent:

                	
                  Party
                    A

                


        

        


        
          	
                  3.

                	
                  Provisions
                    Deemed Incorporated in a Schedule to the ISDA Master
                    Agreement:

                


        

        


        
          	
                  Part
                    1.

                	
                  Termination
                    Provisions.

                


        

        


        For
          the
          purposes of this Agreement:-

        


        (a)         
           “Specified
          Entity”
          will not
          apply to Party A or Party B for any purpose. 

        


        
          	
                  (b)

                	
                  “Specified
                    Transaction”
                    will have the meaning specified in Section
                    14.

                


        

        


        
          	
                  (c)

                	
                  Events
                    of Default.

                


        

        


        The
          statement below that an Event of Default will apply to a specific party
          means
          that upon the occurrence of such an Event of Default with respect to such
          party,
          the other party shall have the rights of a Non-defaulting Party under Section
          6
          of this Agreement; conversely, the statement below that such event will
          not
          apply to a specific party means that the other party shall not have such
          rights.

        


        
          	(i)  	
                  The
                    “Failure
                    to Pay or Deliver”
                    provisions of Section 5(a)(i) will apply to Party A and will
                    apply to
                    Party B; provided, however, that notwithstanding anything to
                    the contrary
                    in Section 5(a)(i) or in Paragraph 7 of the Credit Support Annex,
                    any
                    failure by Party A to comply with or perform any obligation to
                    be complied
                    with or performed by Party A under the Credit Support Annex shall
                    not
                    constitute an Event of Default under Section 5(a)(i) unless (A)
                    a Required
                    Ratings Downgrade Event has occurred and been continuing for
                    30 or more
                    Local Business Days and (B) such failure is not remedied on or
                    before the
                    third Local Business Day after notice of such failure is given
                    to Party
                    A.

                


        

        


        
          	(ii)  	
                  The
                    “Breach
                    of Agreement”
                    provisions of Section 5(a)(ii) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(iii)  	
                  The
                    “Credit
                    Support Default”
                    provisions of Section 5(a)(iii) will apply to Party A and will
                    not apply
                    to Party B except that Section 5(a)(iii)(1) will apply to Party
                    B solely
                    in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                    Support Annex; provided, however, that notwithstanding anything
                    to the
                    contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                    with or
                    perform any obligation to be complied with or performed by Party
                    A under
                    the Credit Support Annex shall not constitute an Event of Default
                    under
                    Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                    has
                    occurred and been continuing for 30 or more Local Business Days
                    and (B)
                    such failure is not remedied on or before the third Local Business
                    Day
                    after notice of such failure is given to Party
                    A.

                


        

        


        
          	(iv)  	
                  The
                    “Misrepresentation”
                    provisions of Section 5(a)(iv) will apply to Party A and will
                    not apply to
                    Party B. 

                


        

        


        
          	(v)  	
                  The
                    “Default
                    under Specified Transaction”
                    provisions of Section 5(a)(v) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(vi)  	
                  The
                    “Cross
                    Default”
                    provisions of Section 5(a)(vi) will apply to Party A and will
                    not apply to
                    Party B. For purposes of Section 5(a)(vi), solely with respect
                    to Party
                    A:

                


        

        


        “Specified
          Indebtedness” will have the meaning specified in Section 14.

        


        “Threshold
          Amount” means USD 100,000,000.

        


        
          	(vii)  	
                  The
                    “Bankruptcy”
                    provisions of Section 5(a)(vii) will apply to Party A and will
                    apply to
                    Party B except that the provisions of Section 5(a)(vii)(2), (6)
                    (to the
                    extent that such provisions refer to any appointment contemplated
                    or
                    effected by the Pooling and Servicing Agreement or any appointment
                    to
                    which Party B has not become subject), (7) and (9) will not apply
                    to Party
                    B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                    is
                    hereby amended by adding after the words “against it” the words
                    “(excluding any proceeding or petition instituted or presented
                    by Party A
                    or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                    deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                    (4) as amended, (5), (6) as amended, or
                    (7)”.

                


        

        


        
          	(viii)  	
                  The
                    “Merger
                    Without Assumption”
                    provisions of Section 5(a)(viii) will apply to Party A and will
                    apply to
                    Party B.

                


        

        


        (d)         
           Termination
          Events.

        


        The
          statement below that a Termination Event will apply to a specific party
          means
          that upon the occurrence of such a Termination Event, if such specific
          party is
          the Affected Party with respect to a Tax Event, the Burdened Party with
          respect
          to a Tax Event Upon Merger (except as noted below) or the non-Affected
          Party
          with respect to a Credit Event Upon Merger, as the case may be, such specific
          party shall have the right to designate an Early Termination Date in accordance
          with Section 6 of this Agreement; conversely, the statement below that
          such an
          event will not apply to a specific party means that such party shall not
          have
          such right; provided, however, with respect to “Illegality” the statement that
          such event will apply to a specific party means that upon the occurrence
          of such
          a Termination Event with respect to such party, either party shall have
          the
          right to designate an Early Termination Date in accordance with Section
          6 of
          this Agreement.

        


        (i)          
           The
          “Illegality”
          provisions of Section 5(b)(i) will apply to Party A and will apply to Party
          B.

        


        
          	 	
                  (ii)

                	
                  The
                    “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party A and will
                    apply to
                    Party B. 

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    “Tax
                    Event Upon Merger”
                    provisions of Section 5(b)(iii) will apply to Party A and will
                    apply to
                    Party B, provided that Party A shall not be entitled to designate
                    an Early
                    Termination Date by reason of a Tax Event upon Merger in respect
                    of which
                    it is the Affected Party.

                


        

        


        
          	 	
                  (iv)

                	
                  The
                    “Credit
                    Event Upon Merger”
                    provisions of Section 5(b)(iv) will not apply to Party A and
                    will not
                    apply to Party B.

                


        

        


        
          	
                  (e)

                	
                  The
                    “Automatic
                    Early Termination”
                    provision of Section 6(a) will not apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        (f)         
            Payments
          on Early Termination.
          For the
          purpose of Section 6(e) of this Agreement:

        


        
          	(i)  	
                  The
                    Second Method will apply.

                


        

        


        
          	(ii)  	
                  Market
                    Quotation will apply, provided, however, that, if Party A is
                    the
                    Defaulting Party or the sole Affected Party, the following provisions
                    will
                    apply:

                


        

        


        
          	 	
                  (A)

                	
                  Section
                    6(e) is hereby amended by inserting on the first line thereof
                    the words
                    “or is effectively designated” after “If an Early Termination Date
                    occurs”;

                


        

        


        
          	 	
                  (B)
                    

                	
                  The
                    definition of Market Quotation in Section 14 shall be deleted
                    in its
                    entirety and replaced with the following:


                


        

        


        “Market
          Quotation” means,
          with respect to one or more Terminated Transactions, and a party making
          the
          determination, an amount determined on the basis of one or more Firm Offers
          from
          Reference Market-makers that are Eligible Replacements. Each Firm Offer
          will be
          (1) for an amount that would be paid to Party B (expressed as a negative
          number)
          or by Party B (expressed as a positive number) in consideration of an agreement
          between Party B and such Reference Market-maker to enter into a Replacement
          Transaction, and (2) made on the basis that Unpaid Amounts in respect of
          the
          Terminated Transaction or group of Transactions are to be excluded but,
          without
          limitation, any payment or delivery that would, but for the relevant Early
          Termination Date, have been required (assuming satisfaction of each applicable
          condition precedent) after that Early Termination Date are to be included.
          The
          party making the determination (or its agent) will request each Reference
          Market-maker that is an Eligible Replacement to provide its Firm Offer
          to the
          extent reasonably practicable as of the same day and time (without regard
          to
          different time zones) on or as soon as reasonably practicable after the
          designation or occurrence of the relevant Early Termination Date. The day
          and
          time as of which those Firm Offers are to be provided (the “bid time”) will be
          selected in good faith by the party obliged to make a determination under
          Section 6(e), and, if each party is so obliged, after consultation with
          the
          other. If at least one Firm Offer from an Approved Replacement (which,
          if
          accepted, would determine the Market Quotation) is provided at the bid
          time, the
          Market Quotation will be the Firm Offer (among such Firm Offers as specified
          in
          clause (C) below) actually accepted by Party B no later than the Business
          Day
          immediately preceding the Early Termination Date. If no Firm Offer from
          an
          Approved Replacement (which, if accepted, would determine the Market Quotation)
          is provided at the bid time, it will be deemed that the Market Quotation
          in
          respect of such Terminated Transaction or group of Transactions cannot
          be
          determined.

        


        
          	 	
                  (C)

                	
                  If
                    more than one Firm Offer from an Approved Replacement (which,
                    if accepted,
                    would determine the Market Quotation) is provided at
                    the bid time,
                    Party B shall accept the Firm Offer (among such Firm Offers)
                    which would
                    require either (x) the lowest payment by Party B to the Reference
                    Market-maker, to the extent Party B would be required to make
                    a payment to
                    the Reference Market-maker or (y) the highest payment from the
                    Reference
                    Market-maker to Party B, to the extent the Reference Market-maker
                    would be
                    required to make a payment to Party B. If only one Firm Offer
                    from an
                    Approved Replacement (which, if accepted, would determine the
                    Market
                    Quotation) is provided at the bid time, Party B shall accept
                    such Firm
                    Offer.

                


        

        


        
          	 	
                  (D)

                	
                  If
                    Party B requests Party A in writing to obtain Market Quotations,
                    Party A
                    shall use its reasonable efforts to do so.


                


        

        


        
          	 	
                  (E)

                	
                  If
                    the Settlement Amount is a negative number, Section 6(e)(i)(3)
                    shall be
                    deleted in its entirety and replaced with the
                    following:

                


        

        


        “(3)
          Second
          Method and Market Quotation.
          If the
          Second Method and Market Quotation apply, (I) Party B shall pay to Party
          A an
          amount equal to the absolute value of the Settlement Amount in respect
          of the
          Terminated Transactions, (II) Party B shall pay to Party A the Termination
          Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
          A
          shall pay to Party B the Termination Currency Equivalent of the Unpaid
          Amounts
          owing to Party B; provided, however, that (x) the amounts payable under
          the
          immediately preceding clauses (II) and (III) shall be subject to netting
          in
          accordance with Section 2(c) of this Agreement and (y) notwithstanding
          any other
          provision of this Agreement, any amount payable by Party A under the immediately
          preceding clause (III) shall not be netted-off against any amount payable
          by
          Party B under the immediately preceding clause (I).”

         

        (g)         
           “Termination
          Currency”
          means
          USD.

        


        (h)         
            Additional
          Termination Events.
          Additional Termination Events will apply as provided in Part 5(c). 

        


        Part
          2.  Tax
          Matters.

        


        (a)         
           Tax
          Representations. 

        


        
          	 	
                  (i)

                	
                  Payer
                    Representations.
                    For the purpose of Section 3(e) of this Agreement:
                    

                


        

         

        (A) Party
          A
          makes the following representation(s):

        


        It
          is not
          required by any applicable law, as modified by the practice of any relevant
          governmental revenue authority, of any Relevant Jurisdiction to make any
          deduction or withholding for or on account of any Tax from any payment
          (other
          than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
          be made
          by it to the other party under this Agreement. 

        


        In
          making
          this representation, it may rely on: 

        


        
          	 	
                  (1)

                	
                  the
                    accuracy of any representations made by the other party pursuant
                    to
                    Section 3(f) of this Agreement; 

                


        

        


        
          	 	
                  (2)

                	
                  the
                    satisfaction of the agreement contained in Section 4(a)(i) or
                    4(a)(iii) of
                    this Agreement and the accuracy and effectiveness of any document
                    provided
                    by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                    this
                    Agreement; and 

                


        

        


        
          	 	
                  (3)

                	
                  the
                    satisfaction of the agreement of the other party contained in
                    Section 4(d)
                    of this Agreement, provided that it shall not be a breach of
                    this
                    representation where reliance is placed on clause (ii) and the
                    other party
                    does not deliver a form or document under Section 4(a)(iii) by
                    reason of
                    material prejudice to its legal or commercial
                    position.

                


        

        
          	 	 	 


        

        (B) Party
          B
          makes the following representation(s):

        


        None.

        


        (ii)
           Payee
          Representations.
          For the
          purpose of Section 3(f) of this Agreement: 

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        Party
          A
          is a corporation organized under the laws of the State of Delaware and
          its U.S.
          taxpayer identification number is 13-3866307.

        
          	 	 	 


        

        (B)         
           Party
          B
          makes the following representation(s):

        


        None.

        


        


        
          	
                  (b)

                	
                  Tax
                    Provisions.

                


        

        


        
          	 	
                  (i)

                	
                  Gross
                    Up.
                    Section 2(d)(i)(4) shall not apply to Party B as X, such that
                    Party B
                    shall not be required to pay any additional amounts referred
                    to
                    therein.

                


        

        


        
          	 	
                  (ii)

                	
                  Indemnifiable
                    Tax.
                    Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of
                    this Agreement, all Taxes in relation to payments by Party A
                    shall be
                    Indemnifiable Taxes (including any Tax imposed in relation to
                    a Credit
                    Support Document or in relation to any payment thereunder) unless
                    (i) such
                    Taxes are assessed directly against Party B and not by deduction
                    or
                    withholding by Party A or (ii) arise as a result of a Change
                    in Tax Law
                    (in which case such Tax shall be an Indemnifiable Tax only if
                    such Tax
                    satisfies the definition of Indemnifiable Tax provided in Section
                    14). In
                    relation to payments by Party B, no Tax shall be an Indemnifiable
                    Tax.

                


        

        


        Part
          3.  Agreement
          to Deliver Documents.  

        


        (a) For
          the
          purpose of Section 4(a)(i), tax forms, documents, or certificates to be
          delivered are:

         

        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	
                  Date
                    by which to

                  be
                    delivered

                
	
                  Party
                    A

                	
                  An
                    original properly completed and executed United States Internal
                    Revenue
                    Service Form W-9 (or any successor thereto) with respect to any
                    payments
                    received or to be received by Party A that eliminates U.S. federal
                    withholding and backup withholding Tax on payments to Party A
                    under this
                    Agreement.

                	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party B, (iv) prior to
                    the
                    expiration or obsolescence of any previously delivered form,
                    and (v)
                    promptly upon the information on any such previously delivered
                    form
                    becoming inaccurate or incorrect.

                
	
                  Party
                    B

                	
                  (i)
                    Upon execution of this Agreement, an original properly completed
                    and
                    executed United States Internal Revenue Service Form W-9 (or
                    any successor
                    thereto) with respect to any payments received or to be received
                    by the
                    initial beneficial owner of payments to Party B that eliminates
                    U.S.
                    federal withholding and backup withholding Tax on payments to
                    Party B
                    under this Agreement, and (ii) thereafter, the appropriate tax
                    certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                    W-8EXP
                    or W-8ECI, as applicable (or any successor form thereto)) with
                    respect to
                    any payments received or to be received by the beneficial owner
                    of
                    payments to Party B under this Agreement from time to time.
                    

                	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii) in the
                    case of a tax certification form other than a Form W-9, before
                    December 31
                    of each third succeeding calendar year, (iv) promptly upon the
                    reasonable
                    demand by Party B, (v) prior to the expiration or obsolescence
                    of any
                    previously delivered form, and (vi) promptly upon the information
                    on any
                    such previously delivered form becoming inaccurate or
                    incorrect.

                


        

        


        (b) For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	
                  Party
                    A and

                  Party
                    B

                	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, this Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under the Agreement, this Confirmation and any Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	
                  A
                    certificate of an authorized officer of the party, as to the
                    incumbency
                    and authority of the respective officers of the party signing
                    the
                    Agreement, this Confirmation, and any relevant Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Annual
                    Report of Party A containing consolidated financial statements
                    certified
                    by independent certified public accountants and prepared in accordance
                    with generally accepted accounting principles in the country
                    in which
                    Party A is organized

                	 	
                  Upon
                    request by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Quarterly
                    Financial Statements of Party A containing unaudited, consolidated
                    financial statements of Party A’s fiscal quarter prepared in accordance
                    with generally accepted accounting principles in the country
                    in which
                    Party A is organized

                	 	
                  Upon
                    request by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	
                  An
                    opinion of counsel of such party regarding the enforceability
                    of this
                    Agreement in a form reasonably satisfactory to the other
                    party.

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                
	 	 	 	 	 
	
                  Party
                    B

                	
                  An
                    executed copy of the Pooling and Servicing Agreement

                	 	
                  Promptly
                    upon the earlier of filing of such agreement with the U.S. Securities
                    and
                    Exchange Commission or receipt by Party B

                	
                  No

                


        

        


        Part
          4. Miscellaneous. 

        


        
          	
                  (a)

                	
                  Address
                    for Notices:
                    For the purposes of Section 12(a) of this
                    Agreement:

                


        

        


        Address
          for notices or communications to Party A:

         

        
          	
                  Address:

                	
                  383
                    Madison Avenue, New York, New York 10179

                
	
                  Attention:

                	
                  DPC
                    Manager 

                
	
                  Facsimile:

                	
                  (212)
                    272-5823

                
	 	 
	 	 
	 	 
	
                  with
                    a copy to:

                	 
	 	 
	
                  Address:

                	
                  One
                    Metrotech Center North, Brooklyn, New York 11201

                
	
                  Attention:

                	
                  Derivative
                    Operations 7th Floor

                
	
                  Facsimile:

                	
                  (212)
                    272-1634

                
	 	 
	
                  (For
                    all purposes)

                	 


        

        


        Address
          for notices or communications to Party B:

        


        
          	
                  Address:

                	
                  LaSalle
                    Bank National Association

                
	 	
                  135
                    South LaSalle Street, Suite 1511

                
	 	
                  Chicago,
                    Illinois 60603

                
	
                  Attention:

                	
                  Global
                    Securities and Trust Services -BSABS 2007-AQ2

                
	
                  Facsimile:

                	
                  312-904-1368

                
	
                  Phone:

                	
                  312-992-1816

                
	 	 
	
                  (For
                    all purposes)

                	 


        

        


        (b)         
           Process
          Agent.
          For the
          purpose of Section 13(c):

        


        Party
          A
          appoints as its Process Agent: Not applicable.

        


        Party
          B
          appoints as its Process Agent: Not applicable.

        


        
          	
                  (c)

                	
                  Offices.
                    The provisions of Section 10(a) will apply to this Agreement;
                    neither
                    Party A nor Party B has any Offices other than as set forth in
                    the Notices
                    Section.

                


        

        


        
          	
                  (d)

                	
                  Multibranch
                    Party.
                    For the purpose of Section 10(c) of this
                    Agreement:

                


        

        


        Party
          A
          is not a Multibranch Party.

        


        
          	 	
                  Party
                    B is not a Multibranch Party.

                


        

        


        
          	
                  (e)

                	
                  Calculation
                    Agent.
                    The Calculation Agent is Party A.

                


        

        


        (f)          
           Credit
          Support Document. 

         

        
          	
                  Party
                    A:

                	
                  The
                    Credit Support Annex, and any guarantee in support of Party A’s
                    obligations under this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  The
                    Credit Support Annex.

                


        

        


        
          	
                  (g)

                	
                  Credit
                    Support Provider.

                


        

        


        
          	
                  Party
                    A:

                	
                  The
                    guarantor under any guarantee in support of Party A’s obligations under
                    this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  None.

                


        

        


        
          	
                  (h)

                	
                  Governing
                    Law.
                    The parties to this Agreement hereby agree that the law of the
                    State of
                    New York shall govern their rights and duties in whole, without
                    regard to
                    the conflict of law provisions thereof other than New York General
                    Obligations Law Sections 5-1401 and 5-1402.


                


        

        


        
          	
                  (i)

                	
                  Netting
                    of Payments.
                    The parties agree that subparagraph (ii) of Section 2(c) will
                    apply to
                    each Transaction hereunder. 

                


        

        


        
          	
                  (j)

                	
                  Affiliate.
                    Party A and Party B shall be deemed to have no Affiliates for
                    purposes of
                    this Agreement, including for purposes of Section
                    6(b)(ii).

                


        

         

        Part
          5.  Others
          Provisions.

        


        
          	
                  (a)

                	
                  Definitions.
                    Unless
                    otherwise specified in a Confirmation, this Agreement and each
                    Transaction
                    under this Agreement are subject to the 2000 ISDA Definitions
                    as published
                    and copyrighted in 2000 by the International Swaps and Derivatives
                    Association, Inc. (the “Definitions”),
                    and will be governed in all relevant respects by the provisions
                    set forth
                    in the Definitions, without regard to any amendment to the Definitions
                    subsequent to the date hereof. The provisions of the Definitions
                    are
                    hereby incorporated by reference in and shall be deemed a part
                    of this
                    Agreement, except that (i) references in the Definitions to a
“Swap
                    Transaction” shall be deemed references to a “Transaction” for purposes of
                    this Agreement, and (ii) references to a “Transaction” in this Agreement
                    shall be deemed references to a “Swap Transaction” for purposes of the
                    Definitions. Each term capitalized but not defined in this Agreement
                    shall
                    have the meaning assigned thereto in the Pooling and Servicing
                    Agreement.

                


        

         

        (b) Amendments
          to ISDA Master Agreement.

        


        
          	 	
                  (i)

                	
                  Single
                    Agreement.
                    Section 1(c) is hereby amended by the adding the words “including, for the
                    avoidance of doubt, the Credit Support Annex” after the words “Master
                    Agreement”. 

                


        

        


        
          	 	
                  (ii)

                	
                  [Reserved.]
                    

                


        

        


        
          	 	
                  (iii)

                	
                  [Reserved.]

                


        

        


        
          	 	
                  (iv)

                	
                  Representations.
                    Section 3 is hereby amended by adding at the end thereof the
                    following
                    subsection (g): 

                


        

        


        
          	 	
                  “(g)

                	
                  Relationship
                    Between Parties. 

                


        

        


        
          	 	
                  (1)

                	
                  Nonreliance.
                    (i) It is not relying on any statement or representation of the
                    other
                    party regarding the Transaction (whether written or oral), other
                    than the
                    representations expressly made in this Agreement or the Confirmation
                    in
                    respect of that Transaction, (ii) it has consulted with its own
                    legal,
                    regulatory, tax, business, investment, financial and accounting
                    advisors
                    to the extent it has deemed necessary, and it has made its own
                    investment,
                    hedging and trading decisions based upon its own judgment and
                    upon any
                    advice from such advisors as it has deemed necessary and not
                    upon any view
                    expressed by the other party, (iii) it is not relying on any
                    communication
                    (written or oral) of the other party as investment advice or
                    as a
                    recommendation to enter into this Transaction; it being understood
                    that
                    information and explanations related to the terms and conditions
                    of this
                    Transaction shall not be considered investment advice or a recommendation
                    to enter into this Transaction, and (iv) it has not received
                    from the
                    other party any assurance or guaranty as to the expected results
                    of this
                    Transaction.

                


        

         

        
          	 	
                  (2)

                	
                  Evaluation
                    and Understanding. (i) It has the capacity to evaluate (internally
                    or
                    through independent professional advice) the Transaction and
                    has made its
                    own decision to enter into the Transaction and (ii) it understands
                    the
                    terms, conditions and risks of the Transaction and is willing
                    and able to
                    accept those terms and conditions and to assume those risks,
                    financially
                    and otherwise. 

                


        

        


        
          	 	
                  (3)

                	
                  Purpose.
                    It is entering into the Transaction for the purposes of managing
                    its
                    borrowings or investments, hedging its underlying assets or liabilities
                    or
                    in connection with a line of business.


                


        

        


        
          	 	
                  (4)

                	
                  Status
                    of Parties. The other party is not acting as an agent, fiduciary
                    or
                    advisor for it in respect of the Transaction.


                


        

        


        
          	 	
                  (5)

                	
                  Eligible
                    Contract Participant. It is an “eligible swap participant” as such term is
                    defined in, Section 35.1(b)(2) of the regulations (17 C.F.R.
                    35)
                    promulgated under, and an “eligible contract participant” as defined in
                    Section 1(a)(12) of the Commodity Exchange Act, as
                    amended.”

                


        

        


        
          	 	
                  (v)

                	
                  Transfer
                    to Avoid Termination Event.
                    Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                    Event Upon Merger occurs and the Burdened Party is the Affected
                    Party,”
                    and (ii) deleting the last paragraph thereof and inserting the
                    following
                    in lieu thereof:

                


        

        


        “Notwithstanding
          anything to the contrary in Section 7 (as amended herein) and Part 5(f),
          any
          transfer by Party A under this Section 6(b)(ii) shall not require the consent
          of
          Party B for such transfer if the following conditions are
          satisfied:

        


        
          	 	
                  (1)

                	
                  the
                    transferee (the “Section 6 Transferee”) is an Eligible
                    Replacement;

                


        

        


        
          	 	
                  (2)

                	
                  if
                    the Section 6 Transferee is domiciled in a different country
                    or political
                    subdivision thereof from both Party A and Party B, such transfer
                    satisfies
                    the Rating Agency Condition;

                


        

        


        
          	 	
                  (3)

                	
                  the
                    Section 6 Transferee will not, as a result of such transfer,
                    be required
                    on the next succeeding Scheduled Payment Date to withhold or
                    deduct on
                    account of any Tax (except in respect of default interest) amounts
                    in
                    excess of that which Party A would, on the next succeeding Scheduled
                    Payment Date have been required to so withhold or deduct unless
                    the
                    Section 6 Transferee would be required to make additional payments
                    pursuant to Section 2(d)(i)(4) corresponding to such excess;
                    

                


        

        


        
          	 	
                  (4)

                	
                  a
                    Termination Event or Event of Default does not occur as a result
                    of such
                    transfer; and

                


        

        


        
          	 	
                  (5)

                	
                  the
                    Section 6 Transferee confirms in writing that it will accept
                    all of the
                    interests and obligations in and under this Agreement which are
                    to be
                    transferred to it in accordance with the terms of this
                    provision.”

                


        

        


        
          	 	
                  (vi)

                	
                  Jurisdiction.
                    Section
                    13(b) is hereby amended by: (i) deleting in the second line of
                    subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                    end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                    deleting the final paragraph
                    thereof.

                


        

        


        
          	 	
                  (vii)

                	
                  Local
                    Business Day.
                    The definition of Local Business Day in Section 14 is hereby
                    amended by
                    the addition of the words “or any Credit Support Document” after “Section
                    2(a)(i)” and the addition of the words “or Credit Support Document” after
                    “Confirmation”. 

                


        

        


        
          	
                  (c)

                	
                  Additional
                    Termination Events.
                    The following Additional Termination Events will
                    apply:

                


        

        


        (i)      
           [Reserved]

        


        (ii)     
           Moody’s
          First Rating Trigger Collateral.
          If (A)
          it is not the case that a Moody’s Second Trigger Ratings Event has occurred and
          been continuing for 30 or more Local Business Days and (B) Party
          A
          has failed to comply with or perform any obligation to be complied with
          or
          performed by Party A in accordance with the Credit Support Annex, then
          an
          Additional Termination Event shall have occurred with respect to Party
          A, Party
          A shall be the sole Affected Party with respect to such Additional Termination
          Event and all Transactions hereunder shall be Affected Transactions.


        


        (iii)      [Reserved]

        


        (iv)     Moody’s
          Second Rating Trigger Replacement.
          If (A) a
          Moody’s Second Trigger Ratings Event has occurred and been continuing for 30
          or
          more Local Business Days and (B) (i) at least one Eligible Replacement
          has made
          a Firm Offer to be the transferee of all of Party A’s rights and obligations
          under this Agreement (and such Firm Offer remains an offer that will become
          legally binding upon such Eligible Replacement upon acceptance by the offeree)
          and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible
          Guarantee (and such Firm Offer remains an offer that will become legally
          binding
          upon such Eligible Guarantor immediately upon acceptance by the offeree),
          then
          an Additional Termination Event shall have occurred with respect to Party
          A,
          Party A shall be the sole Affected Party with respect to such Additional
          Termination Event and all Transactions hereunder shall be Affected Transactions.
          

         

        (v)      Amendment
          of the Pooling and Servicing Agreement.
          If,
          without the prior written consent of Party A where such consent is required
          under the Pooling and Servicing Agreement (such consent not to be unreasonably
          withheld), an amendment is made to the Pooling and Servicing Agreement
          which
          amendment could reasonably be expected to have a material adverse effect
          on the
          interests of Party A under this Agreement, an Additional Termination Event
          shall
          have occurred with respect to Party B, Party B shall be the sole Affected
          Party
          with respect to such Additional Termination Event and all Transactions
          hereunder
          shall be Affected Transactions. 

        


        (vi)   
           Failure
          to Comply with Regulation AB Requirements.
          If, upon
          the occurrence of a Swap Disclosure Event (as defined in Part 5(e) below)
          Party
          A has not complied with any of the provisions set forth in clause (iii)
          of Part
          5(e) below, then an Additional Termination Event shall have occurred with
          respect to Party A and Party A shall be the sole Affected Party with respect
          to
          such Additional Termination Event.

        


        


        
          	(vii)     	
                  Optional
                    Termination of Securitization.
                    An
                    Additional Termination Event shall occur upon the notice to
                    Certificateholders of an Optional Termination becoming unrescindable
                    in
                    accordance with Article X of the Pooling and Servicing Agreement
                    (such
                    notice, the “Optional
                    Termination Notice”).
                    With respect to such Additional Termination Event: (A) Party
                    B shall be
                    the sole Affected Party; (B) notwithstanding anything to the
                    contrary in
                    Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                    specified
                    in the Optional Termination Notice is hereby designated as the
                    Early
                    Termination Date for this Additional Termination Event in respect
                    of all
                    Affected Transactions; (C) Section 2(a)(iii)(2) shall not be
                    applicable to
                    any Affected Transaction in connection with the Early Termination
                    Date
                    resulting from this Additional Termination Event; notwithstanding
                    anything
                    to the contrary in Section 6(c)(ii), payments and deliveries
                    under Section
                    2(a)(i) or Section 2(e) in respect of the Terminated Transactions
                    resulting from this Additional Termination Event will be required
                    to be
                    made through and including the Early Termination Date designated
                    as a
                    result of this Additional Termination Event; provided, for the
                    avoidance
                    of doubt, that any such payments or deliveries that are made
                    on or prior
                    to such Early Termination Date will not be treated as Unpaid
                    Amounts in
                    determining the amount payable in respect of such Early Termination
                    Date;
                    (D) notwithstanding anything to the contrary in Section 6(d)(i),
                    (I) if,
                    no later than 4:00 pm New York City time on the day that is four
                    Business
                    Days prior to the final Distribution Date specified in the Optional
                    Termination Notice, the Trustee requests the amount of the Estimated
                    Swap
                    Termination Payment, Party A shall provide to the Trustee in
                    writing
                    (which may be done in electronic format) the amount of the Estimated
                    Swap
                    Termination Payment no later than 2:00 pm New York City time
                    on the
                    following Business Day and (II) if the Trustee provides written
                    notice
                    (which may be done in electronic format) to Party A no later
                    than two
                    Business Days prior to the final Distribution Date specified
                    in the
                    Optional Termination Notice that all requirements of the Optional
                    Termination have been met, then Party A shall, no later than
                    one Business
                    Day prior to the final Distribution Date specified in the Optional
                    Termination Notice, make the calculations contemplated by Section
                    6(e) of
                    the ISDA Master Agreement (as amended herein) and provide to
                    the Trustee
                    in writing (which may be done in electronic format) the amount
                    payable by
                    either Party B or Party A in respect of the related Early Termination
                    Date
                    in connection with this Additional Termination Event; provided,
                    however,
                    that the amount payable by Party B, if any, in respect of the
                    related
                    Early Termination Date shall be the lesser of (x) the amount
                    calculated to
                    be due by Party B pursuant to Section 6(e) and (y) the Estimated
                    Swap
                    Termination Payment; and (E) notwithstanding anything to the
                    contrary in
                    this Agreement, any amount due from Party B to Party A in respect
                    of this
                    Additional Termination Event will be payable on the final Distribution
                    Date specified in the Optional Termination Notice and any amount
                    due from
                    Party A to Party B in respect of this Additional Termination
                    Event will be
                    payable one Business Day prior to the final Distribution Date
                    specified in
                    the Optional Termination Notice.

                


        

        


        The
          Trustee shall be an express third party beneficiary of this Agreement as
          if a
          party hereto to the extent of the Trustee’s rights specified herein.


        


        (viii) 
           Failure
          to Pay Class A Certificates.
          If the
          Securities Administrator on behalf of the Trust is unable to pay, or fails
          or
          admits in writing its inability to pay (1) on any Distribution Date, any
          Accrued
          Certificate Interest Distribution Amount with respect to the Class A
          Certificates or (2) by the Distribution Date immediately following the maturity
          date for the Mortgage Loan with the latest maturity date, the ultimate
          payment
          of principal with respect to the Class A Certificates, in either case to
          the
          extent required pursuant to the terms of the Pooling and Servicing Agreement
          to
          be paid to the Class A Certificates, then an Additional Termination Event
          shall
          have occurred with respect to Party B, Party B shall be the sole Affected
          Party
          and all Transactions hereunder shall be Affected Transactions.

        


        
          	
                  (d)

                	
                  Rating
                    Agency Downgrade.  

                


        

        


        
          	 	
                  (i)

                	
                  [Reserved]

                


        

        


        (ii)         
           Moody’s
          Downgrade.

        


        
          	 	
                  (1)
                    

                	
                  In
                    the event that a Moody’s Second Trigger Ratings Event occurs and is
                    continuing, Party A shall, as soon as reasonably practicable
                    thereafter,
                    at its own expense and using commercially reasonable efforts,
                    either (i)
                    procure a Permitted Transfer or (ii) obtain an Eligible Guarantee.
                    

                


        

        


        


        
          	
                  (e)
                    

                	
                  Compliance
                    with Regulation AB. 

                


        

        


        
          	 	
                  (i)

                	
                  Party
                    A agrees and acknowledges that Bear Stearns Asset Backed Securities
                    I LLC
                    (“Depositor”) is required under Regulation AB under the Securities Act of
                    1933, as amended, and the Securities Exchange Act of 1934, as
                    amended (the
                    “Exchange Act”) (“Regulation AB”), to disclose certain financial
                    information regarding Party A or its group of affiliated entities,
                    if
                    applicable, depending on the aggregate “significance percentage” of this
                    Agreement and any other derivative contracts between Party A
                    or its group
                    of affiliated entities, if applicable, and Party B, as calculated
                    from
                    time to time in accordance with Item 1115 of Regulation AB.
                    

                


        

        


        
          	 	
                  (ii)

                	
                  It
                    shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                    Business Day after the date hereof for so long as the Issuing
                    Entity is
                    required to file periodic reports under the Exchange Act, Depositor
                    requests from Party A the applicable financial information described
                    in
                    Item 1115 of Regulation AB (such request to be based on a reasonable
                    determination by Depositor, in good faith, that such information
                    is
                    required under Regulation AB) (the “Swap Financial
                    Disclosure”).

                


        

        


        
          	 	
                  (iii)

                	
                  Upon
                    the occurrence of a Swap Disclosure Event, Party A, within ten
                    (10) days
                    and at its own expense, shall (1)(a) either (i) provide to Depositor
                    the
                    current Swap Financial Disclosure in an EDGAR-compatible format
                    (for
                    example, such information may be provided in Microsoft Word® or Microsoft
                    Excel® format but not in .pdf format) or (ii) provide written consent
                    to
                    Depositor to incorporation by reference of such current Swap
                    Financial
                    Disclosure that are filed with the Securities and Exchange Commission
                    in
                    the Exchange Act Reports of Depositor, (b) if applicable, cause
                    its
                    outside accounting firm to provide its consent to filing or incorporation
                    by reference in the Exchange Act Reports of Depositor of such
                    accounting
                    firm’s report relating to their audits of such current Swap Financial
                    Disclosure, and (c) provide to Depositor any updated Swap Financial
                    Disclosure with respect to Party A or any entity that consolidates
                    Party A
                    within five days of the release of any such updated Swap Financial
                    Disclosure; (2) secure another entity to replace Party A as party
                    to this
                    Agreement on terms substantially similar to this Agreement and
                    subject to
                    prior notification to the Swap Rating Agencies, which entity
                    is able to
                    comply with the requirements of Item 1115 of Regulation AB or
                    (3) obtain a
                    guaranty of the Party A’s obligations under this Agreement from an
                    affiliate of the Party A that is able to comply with the financial
                    information disclosure requirements of Item 1115 of Regulation
                    AB, such
                    that disclosure provided in respect of the affiliate will satisfy
                    any
                    disclosure requirements applicable to the Swap Provider, and
                    cause such
                    affiliate to provide Swap Financial Disclosure. If permitted
                    by Regulation
                    AB, any required Swap Financial Disclosure may be provided by
                    incorporation by reference from reports filed pursuant to the
                    Exchange
                    Act.

                


        

        


        
          	 	
                  (iv)

                	
                  Party
                    A agrees that, in the event that Party A provides Swap Financial
                    Disclosure to Depositor in accordance with Part 5(e)(iii)(a)
                    or causes its
                    affiliate to provide Swap Financial Disclosure to Depositor in
                    accordance
                    with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor,
                    its
                    respective directors or officers and any person controlling Depositor,
                    from and against any and all losses, claims, damages and liabilities
                    caused by any untrue statement or alleged untrue statement of
                    a material
                    fact contained in such Swap Financial Disclosure or caused by
                    any omission
                    or alleged omission to state in such Swap Financial Disclosure
                    a material
                    fact required to be stated therein or necessary to make the statements
                    therein, in light of the circumstances under which they were
                    made, not
                    misleading.

                


        

        


        
          	 	
                  (v)

                	
                  Depositor
                    shall be an express third party beneficiary of this Agreement
                    as if a
                    party hereto to the extent of Depositor’s rights explicitly specified in
                    this Part 5(e). 

                


        

        


        
          	
                  (f)

                	
                  Transfers. 

                


        

         

        (i)           
           Section
          7
          is hereby amended to read in its entirety as follows:

         

        “Except
          with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part
          5(d),
          Part 5(b)(v) or the succeeding sentence, neither Party A nor Party B is
          permitted to assign, novate or transfer (whether by way of security or
          otherwise) as a whole or in part any of its rights, obligations or interests
          under the Agreement or any Transaction unless the prior written consent
          of the
          other party is obtained. At any time at which no Relevant Entity has credit
          ratings at least equal to the Approved Ratings Threshold, Party A may make
          a
          Permitted Transfer.” 

         

        
          	 	
                  (ii)

                	
                  If
                    an Eligible Replacement has made a Firm Offer (which remains
                    an offer that
                    will become legally binding upon acceptance by Party B) to be
                    the
                    transferee pursuant to a Permitted Transfer, Party B shall, at
                    Party A’s
                    written request and at Party A’s expense, execute such documentation
                    provided to it as is reasonably deemed necessary by Party A to
                    effect such
                    transfer. 

                


        

         

        
          	
                  (g)

                	
                  Non-Recourse.
                    Party A acknowledges and agree that, notwithstanding any provision
                    in this
                    Agreement to the contrary, the obligations of Party B hereunder
                    are
                    limited recourse obligations of Party B, payable solely from
                    the
                    Supplemental Interest Trust and
                    the proceeds thereof, in accordance with the priority of payments
                    and
                    other terms of the Pooling and Servicing Agreement and that Party
                    A will
                    not have any recourse to any of the directors, officers, agents,
                    employees, shareholders or affiliates of Party B with respect
                    to any
                    claims, losses, damages, liabilities, indemnities or other obligations
                    in
                    connection with any transactions contemplated hereby. In the
                    event that
                    the Supplemental Interest Trust and the proceeds thereof, should
                    be
                    insufficient to satisfy all claims outstanding and following
                    the
                    realization of the Supplemental Interest Trust and the proceeds
                    thereof,
                    any claims against or obligations of Party B under this Agreement
                    or any
                    other confirmation thereunder still outstanding shall be extinguished
                    and
                    thereafter not revive. The Supplemental Interest Trust Trustee
                    shall not
                    have liability for any failure or delay in making a payment hereunder
                    to
                    Party A due to any failure or delay in receiving amounts in the
                    Supplemental Interest Trust from the Trust created pursuant to
                    the Pooling
                    and Servicing Agreement. This provision will survive the termination
                    of
                    this Agreement.

                


        

        


        
          	
                  (h)

                	
                  Timing
                    of Payments
                    by Party B upon Early Termination.
                    Notwithstanding anything to the contrary in Section 6(d)(ii),
                    to the
                    extent that all or a portion (in either case, the “Unfunded Amount”) of
                    any amount that is calculated as being due in respect of any
                    Early
                    Termination Date under Section 6(e) from Party B to Party A will
                    be paid
                    by Party B from amounts other than any upfront payment paid to
                    Party B by
                    an Eligible Replacement that has entered a Replacement Transaction
                    with
                    Party B, then such Unfunded Amount shall be due on the next subsequent
                    Distribution Date following the date on which the payment would
                    have been
                    payable as determined in accordance with Section 6(d)(ii), and
                    on any
                    subsequent Distribution Dates until paid in full (or if such
                    Early
                    Termination Date is the final Distribution Date, on such final
                    Distribution Date); provided, however, that if the date on which
                    the
                    payment would have been payable as determined in accordance with
                    Section
                    6(d)(ii) is a Distribution Date, such payment will be payable
                    on such
                    Distribution Date.

                


        

        


        
          	
                  (i)

                	
                  Rating
                    Agency Notifications. Notwithstanding
                    any other provision of this Agreement, no Early Termination Date
                    shall be
                    effectively designated hereunder by Party B and no transfer of
                    any rights
                    or obligations under this Agreement shall be made by either party
                    unless
                    each Swap Rating Agency has been given prior written notice of
                    such
                    designation or transfer. 

                


        

        


        
          	
                  (j)

                	
                  No
                    Set-off.
                    Except as expressly provided for in Section 2(c), Section 6 or
                    Part
                    1(f)(i)(D) hereof, and notwithstanding any other provision of
                    this
                    Agreement or any other existing or future agreement, each party
                    irrevocably waives any and all rights it may have to set off,
                    net, recoup
                    or otherwise withhold or suspend or condition payment or performance
                    of
                    any obligation between it and the other party hereunder against
                    any
                    obligation between it and the other party under any other agreements.
                    Section 6(e) shall be amended by deleting the following sentence:
“The
                    amount, if any, payable in respect of an Early Termination Date
                    and
                    determined pursuant to this Section will be subject to any
                    Set-off.”.

                


        

         

        
          	
                  (k)

                	
                  Amendment.
                    Notwithstanding any provision to the contrary in this Agreement,
                    no
                    amendment of either this Agreement or any Transaction under this
                    Agreement
                    shall be permitted by either party unless each of the Swap Rating
                    Agencies
                    has been provided prior written notice of the same.
                    

                


        

        


        
          	
                  (l)

                	
                  Notice
                    of Certain Events or Circumstances.
                    Each Party agrees, upon learning of the occurrence or existence
                    of any
                    event or condition that constitutes (or that with the giving
                    of notice or
                    passage of time or both would constitute) an Event of Default
                    or
                    Termination Event with respect to such party, promptly to give
                    the other
                    Party and to each Swap Rating Agency notice of such event or
                    condition;
                    provided that failure to provide notice of such event or condition
                    pursuant to this Part 5(l) shall not constitute an Event of Default
                    or a
                    Termination Event.

                


        

         

        (m)        
           Proceedings.
          No
          Relevant Entity shall institute against, or cause any other person to institute
          against, or join any other person in instituting against Party B, the
          Supplemental Interest Trust, or the trust formed pursuant to the Pooling
          and
          Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
          or liquidation proceedings or other proceedings under any federal or state
          bankruptcy or similar law for a period of one year (or, if longer, the
          applicable preference period) and one day following payment in full of
          the
          Certificates and any Notes. This provision will survive the termination
          of this
          Agreement. 

        


        
          	
                  (n)

                	
                  Supplemental
                    Interest Trust Trustee Liability Limitations.
                    It
                    is expressly understood and agreed by the parties hereto that
                    (a) this
                    Agreement is executed by LaSalle Bank National Association (“LaSalle”) not
                    in its individual capacity, but solely as Supplemental Interest
                    Trust
                    Trustee under the Pooling and Servicing Agreement in the exercise
                    of the
                    powers and authority conferred and invested in it thereunder;
                    (b) LaSalle
                    has been directed pursuant to the Pooling and Servicing Agreement
                    to enter
                    into this Agreement and to perform its obligations hereunder;
                    (c) each of
                    the representations, undertakings and agreements herein made
                    on behalf of
                    the Supplemental Interest Trust Trustee is made and intended
                    not as
                    personal representations of LaSalle but is made and intended
                    for the
                    purpose of binding only the Supplemental Interest Trust Trustee;
                    and (d)
                    under no circumstances shall LaSalle
                    in its individual capacity be personally liable for any payments
                    hereunder
                    or for the breach or failure of any obligation, representation,
                    warranty
                    or covenant made or undertaken under this
                    Agreement.

                


        

        


        
          	
                  (o)

                	
                  Severability.
                    If
                    any term, provision, covenant, or condition of this Agreement,
                    or the
                    application thereof to any party or circumstance, shall be held
                    to be
                    invalid or unenforceable (in whole or in part) in any respect,
                    the
                    remaining terms, provisions, covenants, and conditions hereof
                    shall
                    continue in full force and effect as if this Agreement had been
                    executed
                    with the invalid or unenforceable portion eliminated, so long
                    as this
                    Agreement as so modified continues to express, without material
                    change,
                    the original intentions of the parties as to the subject matter
                    of this
                    Agreement and the deletion of such portion of this Agreement
                    will not
                    substantially impair the respective benefits or expectations
                    of the
                    parties; provided, however, that this severability provision
                    shall not be
                    applicable if any provision of Section 2, 5, 6, or 13 (or any
                    definition
                    or provision in Section 14 to the extent it relates to, or is
                    used in or
                    in connection with any such Section) shall be so held to be invalid
                    or
                    unenforceable. 

                


        

        


        The
          parties shall endeavor to engage in good faith negotiations to replace
          any
          invalid or unenforceable term, provision, covenant or condition with a
          valid or
          enforceable term, provision, covenant or condition, the economic effect
          of which
          comes as close as possible to that of the invalid or unenforceable term,
          provision, covenant or condition. 

        


        
          	
                  (p)

                	
                  Agent
                    for Party B. Party
                    A acknowledges that Party B has appointed the Supplemental Interest
                    Trust
                    Trustee and the Swap Administrator as its agents under the Pooling
                    and
                    Servicing Agreement to carry out certain functions on behalf
                    of Party B,
                    and that the Supplemental Interest Trust Trustee and the Swap
                    Administrator shall be entitled to give notices and to perform
                    and satisfy
                    the obligations of Party B hereunder on behalf of Party
                    B.

                


        

         

        


        
          	
                  (q)

                	
                  Consent
                    to Recording.
                    Each party hereto consents to the monitoring or recording, at
                    any time and
                    from time to time, by the other party of any and all communications
                    between trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, and agrees to notify such personnel of such monitoring
                    or
                    recording. 

                


        

         

        


        
          	
                  (r)

                	
                  Waiver
                    of Jury Trial.
                    Each party waives any right it may have to a trial by jury in
                    respect of
                    any in respect of any suit, action or proceeding relating to
                    this
                    Agreement or any Credit Support Document.


                


        

        


        
          	
                  (s)

                	
                  Form
                    of ISDA Master Agreement. Party
                    A and Party B hereby agree that the text of the body of the ISDA
                    Master
                    Agreement is intended to be the printed form of the ISDA Master
                    Agreement
                    (Multicurrency -
                    Crossborder) as published and copyrighted in 1992 by the International
                    Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (t)

                	
                  Payment
                    Instructions.
                    Party A hereby agrees that, unless notified in writing by Party
                    B of other
                    payment instructions, any and all amounts payable by Party A
                    to Party B
                    under this Agreement shall be paid to the account specified in
                    Item 4 of
                    this Confirmation, below. 

                


        

        


        
          	
                  (u)

                	
                  Capacity.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    this Agreement
                    that it is entering into the Agreement and the Transaction as
                    principal
                    and not as agent of any person. The Supplemental Interest Trust
                    Trustee
                    represents to Party A on the date on which Party
                    B enters
                    into this Agreement that Supplemental Interest Trust Trustee
                    is executing
                    the Agreement not in its individual capacity, but solely as Supplemental
                    Interest Trust Trustee on behalf of the Supplemental Interest
                    Trust
                    .

                


        

        


        
          	
                  (v)

                	
                  Substantial
                    financial transactions.
                    Each party hereto is hereby advised and acknowledges as of the
                    date hereof
                    that the other party has engaged in (or refrained from engaging
                    in)
                    substantial financial transactions and has taken (or refrained
                    from
                    taking) other material actions in reliance upon the entry by
                    the parties
                    into the Transaction being entered into on the terms and conditions
                    set
                    forth herein and in the Pooling and Servicing Agreement relating
                    to such
                    Transaction, as applicable. This paragraph shall be deemed repeated
                    on the
                    trade date of each Transaction.

                


        

        


        
          	
                  (w)

                	
                  [Reserved].

                


        

        


        
          	
                  (x)

                	
                  [Reserved].

                


        

        


        (y)         
           Additional
          Definitions. 

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise: 

         

        “Approved
          Ratings Threshold”
          means
          the Moody’s First Trigger Ratings Threshold.

        


        “Approved
          Replacement” means,
          with respect to a Market Quotation, an entity making such Market Quotation,
          which entity would satisfy conditions (a), (b), (c) and (d)of the definition
          of
          Permitted Transfer (as determined by Party B in its sole discretion, acting
          in a
          commercially reasonable manner) if such entity were a Transferee, as defined
          in
          the definition of Permitted Transfer.

        


        “Eligible
          Guarantee”
          means an
          unconditional and irrevocable guarantee of all present and future payment
          obligations and obligations to post collateral of Party A or an Eligible
          Replacement to Party B under this Agreement that is provided by an Eligible
          Guarantor as principal debtor rather than surety and that is directly
          enforceable by Party B.

        


        “Eligible
          Guarantor” means
          an
          entity that has credit ratings from Moody’s at least equal to the Moody’s Second
          Trigger Ratings Threshold, provided, for the avoidance of doubt, that an
          Eligible Guarantee of an Eligible Guarantor with credit ratings below the
          Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
          defined in the Credit Support Annex) not to occur or continue with respect
          to
          Moody’s.  

        


        “Eligible
          Replacement”
          means an
          entity that (i) (has credit ratings from Moody’s at least equal to the Moody’s
          Second Trigger Ratings Threshold, provided, for the avoidance of doubt,
          that an
          Eligible Replacement with credit ratings below the Moody’s First Trigger Ratings
          Threshold will not cause a Collateral Event (as defined in the Credit Support
          Annex) not to occur or continue with respect to Moody’s, or (ii) the present and
          future obligations (for the avoidance of doubt, not limited to payment
          obligations) of which entity to Party B under this Agreement are guaranteed
          pursuant to an Eligible Guarantee. 

        


        “Estimated
          Swap Termination Payment”
          means,
          with respect to an Early Termination Date, an amount determined by Party
          A in
          good faith and in a commercially reasonable manner as the maximum payment
          that
          could be owed by Party B to Party A in respect of such Early Termination
          Date
          pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
          then
          current market conditions.

        


        “Firm
          Offer”
          means
          (A) with respect to an Eligible Replacement, a quotation from such Eligible
          Replacement (i) in an amount equal to the actual amount payable by or to
          Party B
          in consideration of an agreement between Party B and such Eligible Replacement
          to replace Party A as the counterparty to this Agreement by way of novation
          or,
          if such novation is not possible, an agreement between Party B and such
          Eligible
          Replacement to enter into a Replacement Transaction (assuming that all
          Transactions hereunder become Terminated Transactions), and (ii) that
          constitutes an offer by such Eligible Replacement to replace Party A as
          the
          counterparty to this Agreement or enter a Replacement Transaction that
          will
          become legally binding upon such Eligible Replacement upon acceptance by
          Party
          B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
          Guarantor to provide an Eligible Guarantee that will become legally binding
          upon
          such Eligible Guarantor upon acceptance by the offeree.

        


        “Moody’s”
          means
          Moody’s Investors Service, Inc., or any successor thereto. 

        


        “Moody’s
          First Trigger Ratings Event” means
          that no
          Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
          First Trigger Ratings Threshold. 

        


        “Moody’s
          First Trigger Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
          short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
          or (ii) if such entity does not have a short-term unsecured and unsubordinated
          debt rating or counterparty rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

        


        “Moody’s
          Second Trigger Ratings Event” means
          that no
          Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
          Second Trigger Ratings Threshold. 

        


        “Moody’s
          Second Trigger Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
          short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
          or (ii) if such entity does not have a short-term unsecured and unsubordinated
          debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
          or counterparty rating from Moody’s of “A3”.

        


        “Permitted
          Transfer” means
          a
          transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
          Part
          5(b)(v), or the second sentence of Section 7 (as amended herein) to a transferee
          (the “Transferee”)
          of all,
          but not less than all, of Party A’s rights, liabilities, duties and obligations
          under this Agreement, with
          respect to which transfer each of the following conditions is
          satisfied:
          (a) the
          Transferee is an Eligible Replacement; (b) Party A and the Transferee are
          both
“dealers in notional principal contracts” within the meaning of Treasury
          regulations section 1.1001-4 (in each case as certified by such entity);
          (c) as
          of the date of such transfer the Transferee would not be required to withhold
          or
          deduct on account of Tax from any payments under this Agreement or would
          be
          required to gross up for such Tax under Section 2(d)(i)(4); (d) an Event
          of
          Default or Termination Event would not occur as a result of such transfer;
          (e)
          pursuant to a written instrument (the “Transfer
          Agreement”),
          the
          Transferee acquires and assumes all rights and obligations of Party A under
          the
          Agreement and the relevant Transaction; (f) Party B shall have determined,
          in
          its sole discretion, acting in a commercially reasonable manner, that such
          Transfer Agreement is effective to transfer to the Transferee all, but
          not less
          than all, of Party A’s rights and obligations under the Agreement and all
          relevant Transactions; (g) Party A will be responsible for any costs or
          expenses
          incurred in connection with such transfer (including any replacement cost
          of
          entering into a replacement transaction); (h) either (A) Moody’s has been given
          prior written notice of such transfer or (B) each Swap Rating Agency has
          been
          given prior written notice of such transfer and such transfer is in connection
          with the assignment and assumption of this Agreement without modification
          of its
          terms, other than party names, dates relevant to the effective date of such
          transfer, tax representations (provided that the representations in Part
          2(a)(i)
          are not modified) and any other representations regarding the status of
          the
          substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
          or Part 5(v)(ii), notice information and account details; and (i) such
          transfer
          otherwise complies with the terms of the Pooling and Servicing
          Agreement.

         

        “Rating
          Agency Condition”
          means,
          with respect to any particular proposed act or omission to act hereunder
          and
          each Swap Rating Agency specified in connection with such proposed act
          or
          omission, that the party acting or failing to act must consult with each
          of the
          specified Swap Rating Agencies and receive from each such Swap Rating Agency
          a
          prior written confirmation that the proposed action or inaction would not
          cause
          a downgrade or withdrawal of the then-current rating of any Certificates
          or
          Notes.

        


        “Relevant
          Entity” means
          Party A and, to the extent applicable, a guarantor under an Eligible
          Guarantee.

        


        “Replacement
          Transaction”
          means,
          with respect to any Terminated Transaction or group of Terminated Transactions,
          a transaction or group of transactions that (i) would have the effect of
          preserving for Party B the economic equivalent of any payment or delivery
          (whether the underlying obligation was absolute or contingent and assuming
          the
          satisfaction of each applicable condition precedent) by the parties under
          Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
          Transactions that would, but for the occurrence of the relevant Early
          Termination Date, have been required after that Date, and (ii) has terms
          which
          are substantially the same as this Agreement, including, without limitation,
          rating triggers, Regulation AB compliance, and credit support documentation,
          save for the exclusion of provisions relating to Transactions that are
          not
          Terminated Transaction, as determined by Party B in its sole discretion,
          acting
          in a commercially reasonable manner.

        


        “Required
          Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the Required
          Ratings Threshold. For purposes of determining whether a Required Ratings
          Downgrade Event has occurred, each Relevant Entity shall provide its credit
          ratings to Party B in writing, upon request of Party B.

        


        “Required
          Ratings Threshold” means
          the
          Moody’s Second Trigger Ratings Threshold.

        


        


        “Swap
          Rating Agencies”
          means,
          with respect to any date of determination, Moody’s to the extent that such
          rating agency is then providing a rating for any of the Bear Stearns Asset
          Backed Securities I Trust 2007-AQ2 Asset-Backed Certificates, Series 2007-AQ2
          (the “Certificates”) or any notes backed by the Certificates (the
“Notes”).

        


         

        [Remainder
          of this page intentionally left blank.]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        4.            
           Account
          Details and Settlement Information:  

         

        Payments
          to Party A:

        


        Citibank,
          N.A., New York

        ABA
          Number: 021-0000-89, for the account of Bear, Stearns Securities
          Corp.

        Account
          Number: 0925-3186, for further credit to Bear Stearns Financial Products
          Inc.

        Sub-account
          Number: 102-04654-1-3

        Attention:
          Derivatives Department

         

        Payments
          to Party B:

        


        LaSalle
          Bank, N.A.

        ABA
          Number: 071-000-505

        LaSalle
          CHGO/CTR/BNF:/LaSalle Trust

        Account
          Number: 724489.2

        Attn:
          BSABS 2007-AQ2 

        J.
          Chozen, 312-922-1816

        


        


        NEITHER
          THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE
          BEAR
          STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
          PROVIDER ON THIS AGREEMENT.

        


        This
          Agreement may be executed in several counterparts, each of which shall
          be deemed
          an original but all of which together shall constitute one and the same
          instrument.

        


        Party
          B
          hereby agrees to check this Confirmation and to confirm that the foregoing
          correctly sets forth the terms of the Transaction by signing in the space
          provided below and returning to Party A a facsimile of the fully-executed
          Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions,
          please
          contact Derivatives Documentation by telephone at 212-272-2711. For all
          other
          inquiries please contact Derivatives Documentation by telephone at
          353-1-402-6233. Originals will be provided for your execution upon your
          request.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        We
          are
          very pleased to have executed this Transaction with you and we look forward
          to
          completing other transactions with you in the near future.

        


        Very
          truly yours,

        


        BEAR
          STEARNS FINANCIAL PRODUCTS INC.

        


        


        
          	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


        


        Party
          B,
          acting through its duly authorized signatory, hereby agrees to, accepts
          and
          confirms the terms of the foregoing as of the date hereof.

        


        


        LASALLE
          BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY BUT SOLELY AS SUPPLEMENTAL
          INTEREST
          TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
          TO THE
          BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2007-AQ2 ASSET-BACKED CERTIFICATES,
          SERIES 2007-AQ2

        


        


        


        
          	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SCHEDULE
          I

        (where
          for
          the purposes of (i) determining Floating Amounts, all such dates subject
          to
          adjustment in accordance with the Following Business Day Convention and
          (ii)
          determining Fixed Amounts, all such dates subject to No Adjustment.)

        


        
          	
                  From
                    and including

                	
                  To
                    but excluding

                	
                  Notional
                    Amount

                  (USD)

                
	
                  Effective
                    Date

                	
                  03/25/07

                	
                  2,036,429.1591

                
	
                  03/25/07

                	
                  04/25/07

                	
                  2,014,070.1213

                
	
                  04/25/07

                	
                  05/25/07

                	
                  1,985,298.4940

                
	
                  05/25/07

                	
                  06/25/07

                	
                  1,950,124.0023

                
	
                  06/25/07

                	
                  07/25/07

                	
                  1,908,612.7780

                
	
                  07/25/07

                	
                  08/25/07

                	
                  1,860,889.7773

                
	
                  08/25/07

                	
                  09/25/07

                	
                  1,807,140.5408

                
	
                  09/25/07

                	
                  10/25/07

                	
                  1,747,612.2061

                
	
                  10/25/07

                	
                  11/25/07

                	
                  1,682,613.6901

                
	
                  11/25/07

                	
                  12/25/07

                	
                  1,612,682.2100

                
	
                  12/25/07

                	
                  01/25/08

                	
                  1,541,895.2622

                
	
                  01/25/08

                	
                  02/25/08

                	
                  1,470,558.0275

                
	
                  02/25/08

                	
                  03/25/08

                	
                  1,402,494.8212

                
	
                  03/25/08

                	
                  04/25/08

                	
                  1,337,597.2213

                
	
                  04/25/08

                	
                  05/25/08

                	
                  1,275,717.5260

                
	
                  05/25/08

                	
                  06/25/08

                	
                  1,216,714.9386

                
	
                  06/25/08

                	
                  07/25/08

                	
                  1,160,455.2448

                
	
                  07/25/08

                	
                  08/25/08

                	
                  1,106,810.5041

                
	
                  08/25/08

                	
                  09/25/08

                	
                  1,055,658.7568

                
	
                  09/25/08

                	
                  10/25/08

                	
                  1,006,883.7436

                
	
                  10/25/08

                	
                  11/25/08

                	
                  960,374.6387

                
	
                  11/25/08

                	
                  12/25/08

                	
                  916,029.1779

                
	
                  12/25/08

                	
                  01/25/09

                	
                  873,805.5780

                
	
                  01/25/09

                	
                  02/25/09

                	
                  833,540.5917

                
	
                  02/25/09

                	
                  03/25/09

                	
                  795,142.0694

                
	
                  03/25/09

                	
                  04/25/09

                	
                  758,523.1458

                
	
                  04/25/09

                	
                  05/25/09

                	
                  723,601.0081

                
	
                  05/25/09

                	
                  06/25/09

                	
                  690,296.8909

                
	
                  06/25/09

                	
                  07/25/09

                	
                  658,544.3568

                
	
                  07/25/09

                	
                  08/25/09

                	
                  628,261.9966

                
	
                  08/25/09

                	
                  09/25/09

                	
                  599,381.2767

                
	
                  09/25/09

                	
                  10/25/09

                	
                  571,837.0320

                
	
                  10/25/09

                	
                  11/25/09

                	
                  545,567.1361

                
	
                  11/25/09

                	
                  12/25/09

                	
                  520,512.3591

                
	
                  12/25/09

                	
                  01/25/10

                	
                  496,638.5616

                
	
                  01/25/10

                	
                  02/25/10

                	
                  473,868.2213

                
	
                  02/25/10

                	
                  03/25/10

                	
                  452,149.4416

                
	
                  03/25/10

                	
                  04/25/10

                	
                  431,433.4179

                
	
                  04/25/10

                	
                  05/25/10

                	
                  411,673.6186

                
	
                  05/25/10

                	
                  06/25/10

                	
                  392,825.6788

                
	
                  06/25/10

                	
                  07/25/10

                	
                  374,849.0462

                
	
                  07/25/10

                	
                  08/25/10

                	
                  357,701.5393

                
	
                  08/25/10

                	
                  09/25/10

                	
                  341,344.6603

                
	
                  09/25/10

                	
                  10/25/10

                	
                  325,741.7551

                
	
                  10/25/10

                	
                  11/25/10

                	
                  310,857.8758

                
	
                  11/25/10

                	
                  12/25/10

                	
                  296,659.6999

                
	
                  12/25/10

                	
                  01/25/11

                	
                  283,115.5644

                
	
                  01/25/11

                	
                  02/25/11

                	
                  270,195.0566

                
	
                  02/25/11

                	
                  03/25/11

                	
                  24,248.3319

                
	
                  03/25/11

                	
                  04/25/11

                	
                  23,487.9407

                
	
                  04/25/11

                	
                  05/25/11

                	
                  22,751.2796

                
	
                  05/25/11

                	
                  06/25/11

                	
                  22,037.6105

                
	
                  06/25/11

                	
                  07/25/11

                	
                  21,346.2184

                
	
                  07/25/11

                	
                  08/25/11

                	
                  20,676.4105

                
	
                  08/25/11

                	
                  09/25/11

                	
                  20,027.5155

                
	
                  09/25/11

                	
                  10/25/11

                	
                  19,398.8828

                
	
                  10/25/11

                	
                  11/25/11

                	
                  18,789.8821

                
	
                  11/25/11

                	
                  12/25/11

                	
                  18,198.9161

                
	
                  12/25/11

                	
                  01/25/12

                	
                  17,623.7448

                
	
                  01/25/12

                	
                  Termination
                    Date

                	
                  17,063.0963

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Annex
          A

        


        Paragraph
          13 of the Credit Support Annex

        


        


        


        


        
          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          ANNEX
            A

          


          


          ISDA®

          CREDIT
            SUPPORT ANNEX

          to
            the
            Schedule to the

          ISDA
            Master Agreement

          dated
            as
            of February 28, 2007 between

          Bear
            Stearns Financial Products Inc. (hereinafter referred to as “Party
            A”
            or
“Pledgor”)

          and

          LaSalle
            Bank National Association, not individually but solely as Supplemental
            Interest
            Trust Trustee on behalf of the Supplemental Interest Trust with respect
            to the
Bear
            Stearns Asset Backed Securities I Trust 2007-AQ2 Asset-Backed Certificates,
            Series 2007-AQ2
            (hereinafter referred to as “Party
            B”
            or
“Secured
            Party”).

           

          


          For
            the
            avoidance of doubt, and notwithstanding anything to the contrary that
            may be
            contained in the Agreement, this Credit Support Annex shall relate solely
            to the
            Transaction documented in the Confirmation dated February 28, 2007, between
            Party A and Party B, Reference Number FXNSC9195.

          


           

          Paragraph
            13. Elections and Variables.

           

          
            	(a)  	
                    Security
                      Interest for “Obligations”.
                      The term “Obligations”
                      as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A: not applicable.

           

          With
            respect to Party B: not applicable.

           

          
            	(b)  	
                    Credit
                      Support Obligations.

                  


          

           

          
            	(i)  	
                    Delivery
                      Amount, Return Amount and Credit Support
                      Amount.

                  


          

           

          
            	(A)  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) as amended (I)
                      by deleting the
                      words “upon a demand made by the Secured Party on or promptly following
                      a
                      Valuation Date” and inserting in lieu thereof the words “not later than
                      the close of business on each Valuation Date” and (II) by deleting in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Value as of that Valuation Date of all Posted
                      Credit Support held by the Secured Party.” and inserting in lieu thereof
                      the following:

                  


          

           

          The
            “Delivery
            Amount”
            applicable to the Pledgor for any Valuation Date will equal the greatest
            of


           

          
            	 	
                    (1)
                      

                  	
                    [Reserved]
                      

                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                      Valuation Date of all Posted Credit Support held by the Secured
                      Party,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                      such Valuation Date of all Posted Credit Support held by the
                      Secured
                      Party.

                  


          

           

          
            	(B)  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph 3(b) as amended by deleting
                      in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                      thereof the following:

                  


          

           

          The
            “Return
            Amount”
            applicable to the Secured Party for any Valuation Date will equal the
            least of


           

          
            	 	
                    (1)
                      

                  	
                    [Reserved]
                      

                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s Second Trigger Credit Support Amount for such Valuation
                      Date.

                  


          

           

          
            	(C)  	
                    “Credit
                      Support Amount”
                      shall not apply. For purposes of calculating any Delivery Amount
                      or Return
                      Amount for any Valuation Date, reference shall be made to the
                      Moody’s
                      First Trigger Credit Support Amount, or the Moody’s Second Trigger Credit
                      Support Amount, in each case for such Valuation Date, as provided
                      in
                      Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                      above.

                  


          

           

          
            	(ii)  	
                    Eligible
                      Collateral.
                      

                  


          

           

          The
            items
            set forth on the schedule of Eligible Collateral attached as Schedule
            A hereto
            will qualify as “Eligible
            Collateral”
(for
            the avoidance of doubt, all Eligible Collateral described in (D) and
            (E) of
            column one of the Collateral Schedule to be denominated in USD).

           

          
            	(iii)  	
                    Other
                      Eligible Support. 

                  


          

           

          The
            following items will qualify as “Other
            Eligible Support”
            for the
            party specified: 

           

          Not
            applicable.

           

          
            	(iv)  	
                    Threshold.

                  


          

           

          
            	(A)  	
                    “Independent
                      Amount”
                      means zero with respect to Party A and Party
                      B.

                  


          

           

          
            	(B)  	
                    “Threshold”
                      means, with respect to Party A and any Valuation Date, zero
                      if (i) a
                      Collateral Event has occurred and has been continuing (x) for
                      at least 30
                      days or (y) since this Annex was executed or (ii) a Required
                      Ratings
                      Downgrade Event has occurred and is continuing; otherwise,
                      infinity.

                  


          

           

            “Threshold”
            means,
            with respect to Party B and any Valuation Date, infinity.

           

          
            	(C)  	
                    “Minimum
                      Transfer Amount” means
                      USD 100,000 with respect to Party A and Party B.
                      

                  


          

           

          
            	(D)  	
                    Rounding:
                      The Delivery Amount will be rounded up to the nearest integral
                      multiple of
                      USD 10,000. The Return Amount will be rounded down to the nearest
                      integral
                      multiple of USD 10,000.

                  


          

           

          
            	(c)  	
                    Valuation
                      and Timing.

                  


          

           

          
            	(i)  	
                    “Valuation
                      Agent”
                      means Party A.

                  


          

           

          
            	(ii)  	
                    “Valuation
                      Date” means
                      each Local Business Day on which any of the Moody’s First Trigger Credit
                      Support Amount or the Moody’s Second Trigger Credit Support Amount is
                      greater than zero.

                  


          

           

          
            	(iii)  	
                    “Valuation
                      Time” means
                      the close of business in the city of the Valuation Agent on
                      the Local
                      Business Day immediately preceding the Valuation Date or date
                      of
                      calculation, as applicable; provided
                      that the calculations of Value and Exposure will be made as
                      of
                      approximately the same time on the same date. The Valuation
                      Agent will
                      notify each party (or the other party, if the Valuation Agent
                      is a party)
                      of its calculations not later than the Notification Time on
                      the applicable
                      Valuation Date (or in the case of Paragraph 6(d), the Local
                      Business Day
                      following the day on which such relevant calculations are
                      performed).”

                  


          

           

          
            	(iv)  	
                    “Notification
                      Time” means
                      11:00 a.m., New York time, on a Local Business Day.
                      

                  


          

           

          
            	(v)  	
                    [Reserved].

                  


          

           

          
            	(vi)  	
                    [Reserved]

                  


          

           

          
            	(d)  	
                    Conditions
                      Precedent and Secured Party’s Rights and
                      Remedies.
                      The following Termination Events will be a “Specified
                      Condition”
                      for the party specified (that party being the Affected Party
                      if the
                      Termination Event occurs with respect to that party): With
                      respect to
                      Party A and Party B: None. 

                  


          

           

          
            	(e)  	
                    Substitution.

                  


          

           

          
            	(i)  	
                    “Substitution
                      Date”
                      has the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	(ii)  	
                    Consent.
                      If
                      specified here as applicable, then the Pledgor must obtain
                      the Secured
                      Party’s consent for any substitution pursuant to Paragraph 4(d):
                      Inapplicable.

                  


          

           

          
            	(f)  	
                    Dispute
                      Resolution.

                  


          

           

          
            	(i)  	
                    “Resolution
                      Time”
                      means 1:00 p.m. New York time on the Local Business Day following
                      the date
                      on which the notice of the dispute is given under Paragraph
                      5.

                  


          

           

          
            	(ii)  	
                    Value.
                      Notwithstanding anything to the contrary in Paragraph 12, for
                      the purpose
                      of Paragraphs 5(i)(C) and 5(ii), the Moody’s First Trigger Value, and
                      Moody’s Second Trigger Value, on any date, of Eligible Collateral
                      other
                      than Cash will be calculated as follows:


                  


          

           

          For
            Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
            the
            product of (1)(x) the bid-side quotation at the Valuation Time for such
            securities on the principal national securities exchange on which such
            securities are listed, or (y) if such securities are not listed on a
            national
            securities exchange, the arithmetic mean of the bid-side quotations for
            such
            securities quoted at the Valuation Time by any three principal market
            makers for
            such securities selected by the Valuation Agent, provided that if only
            two
            bid-side quotations are obtained, then the arithmetic mean of such two
            bid-side
            quotations will be used, and if only one bid-side quotation is obtained,
            such
            quotation shall be used, or (z) if no such bid price is listed or quoted
            for
            such date, the bid price listed or quoted (as the case may be) at the
            Valuation
            Time for the day next preceding such date on which such prices were available
            and (2) the applicable Valuation Percentage for such Eligible
            Collateral.

           

          
            	(iii)  	
                    Alternative.
                      The provisions of Paragraph 5 will
                      apply.

                  


          

           

          
            	(g)  	
                    Holding
                      and Using Posted
                      Collateral.

                  


          

           

          
            	(i)  	
                    Eligibility
                      to Hold Posted Collateral; Custodians. Party
                      B (or its Custodian) will be entitled to hold Posted Collateral
                      pursuant
                      to Paragraph 6(b), provided that the following conditions applicable
                      to it
                      are satisfied:

                  


          

           

          
            	 	
                    (1)

                  	
                    it
                      is not a Defaulting Party.

                  


          

           

          
            	 	
                    (2)

                  	
                    Posted
                      Collateral consisting of Cash or certificated securities that
                      cannot be
                      paid or delivered by book-entry may be held only in any state
                      of the
                      United States which has adopted the Uniform Commercial
                      Code.

                  


          

           

          Initially,
            the Custodian
            for
            Party B is: Swap Administrator

           

          
            	(ii)  	
                    Use
                      of Posted Collateral.
                      The provisions of Paragraph 6(c) will not apply to Party B,
                      and Party B
                      shall not have any right to use Posted Collateral or take any
                      action
                      specified in such Paragraph 6(c).

                  


          

           

          
            	(h)  	
                    Distributions
                      and Interest Amount.

                  


          

           

          
            	(i)  	
                    Interest
                      Rate.
                      The “Interest
                      Rate”
                      will be the actual interest rate earned on Posted Collateral
                      in the form
                      of Cash that is held by Party B or its Custodian. Posted Collateral
                      in the
                      form of Cash shall be invested in such overnight (or redeemable
                      within two
                      Local Business Days of demand) Permitted Investments rated
                      at least
                      Prime-1 by Moody’s or Aaa by Moody’s, as directed by Party A. Gains and
                      losses incurred in respect of any investment of Posted Collateral
                      in the
                      form of Cash in Permitted Investments as directed by Party
                      A shall be for
                      the account of Party A.

                  


          

           

          
            	(ii)  	
                    Amendment
                      of Paragraph 6(d)(i) - Distributions.
                      Clause (d)(i) of Paragraph 6 shall be amended and restated
                      to read in its
                      entirety as follows:

                  


          

           

          “(i)
            Distributions. If Party B receives Distributions on a Local Business
            Day, it
            will Transfer to Party A not later than the following Local Business
            Day any
            Distributions it receives, and such Distributions will constitute Posted
            Collateral and will be subject to the security interest granted under
            Paragraph
            2. For the avoidance of doubt, any Distributions will not be Transferred
            to
            Party A pursuant to Paragraph 6.” 

           

          
            	(iii)  	
                    Amendment
                      of Paragraph 6(d)(ii) - Interest Amount.
                      Clause (d)(ii) of Paragraph 6 shall be amended and restated
                      to read in its
                      entirety as follows:

                  


          

           

          “(ii)
            Interest
            Amount.
            In lieu
            of any interest, dividends or other amounts paid with respect to Posted
            Collateral in the form of Cash (all of which may be retained by the Secured
            Party), the Secured Party will Transfer to the Pledgor on the 20th day
            of each
            calendar month (or if such day is not a Local Business Day, the next
            Local
            Business Day) the Interest Amount. Any Interest Amount or portion thereof
            not
            Transferred pursuant to this Paragraph will constitute Posted Collateral
            in the
            form of Cash and will be subject to the security interest granted under
            Paragraph 2. For purposes of calculating the Interest Amount the amount
            of
            interest calculated for each day of the interest period shall be compounded
            monthly.” Secured Party shall not be obligated to transfer any Interest Amount
            unless and until it has received such amount.

           

          
            	(i)  	
                    Additional
                      Representation(s).
                      There are no additional representations by either
                      party.

                  


          

           

          
            	(j)  	
                    Other
                      Eligible Support and Other Posted Support.

                  


          

           

          
            	(i)  	
                    “Value”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable. 

                  


          

           

          
            	(ii)  	
                    “Transfer”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable.

                  


          

           

          
            	(k)  	
                    Demands
                      and Notices.All
                      demands, specifications and notices under this Annex will be
                      made pursuant
                      to the Notices Section of this Agreement, except that any demand,
                      specification or notice shall be given to or made at the following
                      addresses, or at such other address as the relevant party may
                      from time to
                      time designate by giving notice (in accordance with the terms
                      of this
                      paragraph) to the other party:

                  


          

           

          If
            to
            Party A, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B’s Custodian: at the address designated in writing from time to
            time.

           

          
            	(l)  	
                    Address
                      for Transfers.
                      Each Transfer hereunder shall be made to the address specified
                      below or to
                      an address specified in writing from time to time by the party
                      to which
                      such Transfer will be made.

                  


          

           

          Party
            A
            account details for holding collateral:

           

          Citibank,
            N.A., New York

          ABA
            Number: 021-0000-89, for the account of Bear, Stearns Securities
            Corp.

          Account
            Number: 0925-3186, for further credit to Bear Stearns Financial Products
            Inc.

          Sub-account
            Number: 102-04654-1-3

          Attention:
            Derivatives Department

          


          Party
            B’s
            Custodian account details for holding collateral:

           

          LaSalle
            Bank, N.A.

          ABA
            Number: 071-000-505

          LaSalle
            CHGO/CTR/BNF:/LaSalle Trust

          Account
            Number: 724489.3

          Attn:
            BSABS 2007-AQ2 

          J.
            Chozen, 312-922-1816

          


          
            	(m)  	
                    Other
                      Provisions.

                  


          

           

          
            	(i)  	
                    Collateral
                      Account.
                      Party B shall open and maintain a segregated account, which
                      shall be an
                      Eligible Account, and hold, record and identify all Posted
                      Collateral in
                      such segregated account.

                  


          

           

          
            	(ii)  	
                    Agreement
                      as to Single Secured Party and Single Pledgor.
                      Party A and Party B hereby agree that, notwithstanding anything
                      to the
                      contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                      means only Party B, (b) the term “Pledgor” as used in this Annex means
                      only Party A, (c) only Party A makes the pledge and grant in
                      Paragraph 2,
                      the acknowledgement in the final sentence of Paragraph 8(a)
                      and the
                      representations in Paragraph 9.

                  


          

           

          
            	(iii)  	
                    Calculation
                      of Value.
                      Paragraph 4(c) is hereby amended by deleting the word “Value” and
                      inserting in lieu thereof “Moody’s First Trigger Value, Moody’s Second
                      Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A) deleting the
                      words “a Value” and inserting in lieu thereof “ Moody’s First Trigger
                      Value, and Moody’s Second Trigger Value” and (B) deleting the words “the
                      Value” and inserting in lieu thereof Moody’s First Trigger Value, and
                      Moody’s Second Trigger Value”. Paragraph 5 (flush language) is hereby
                      amended by deleting the word “Value” and inserting in lieu thereof “
                      Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Paragraph
                      5(i) (flush language) is hereby amended by deleting the word
“Value” and
                      inserting in lieu thereof “ Moody’s First Trigger Value, and Moody’s
                      Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                      word “the Value, if” and inserting in lieu thereof “any one or more of the
                      Moody’s First Trigger Value, or Moody’s Second Trigger Value, as may be”.
                      Paragraph 5(ii) is hereby amended by (1) deleting the first
                      instance of
                      the words “the Value” and inserting in lieu thereof “any one or more of
                      the Moody’s First Trigger Value, or Moody’s Second Trigger Value” and (2)
                      deleting the second instance of the words “the Value” and inserting in
                      lieu thereof “such disputed Moody’s First Trigger Value, or Moody’s Second
                      Trigger Value”. Each of Paragraph 8(b)(iv)(B) and Paragraph 11(a) is
                      hereby amended by deleting the word “Value” and inserting in lieu thereof
                      “least of the Moody’s First Trigger Value, and Moody’s Second Trigger
                      Value”. 

                  


          

           

          
            	(iv)  	
                    Form
                      of Annex. Party
                      A and Party B hereby agree that the text of Paragraphs 1 through
                      12,
                      inclusive, of this Annex is intended to be the printed form
                      of ISDA Credit
                      Support Annex (Bilateral Form - ISDA Agreements Subject to
                      New York Law
                      Only version) as
                      published and copyrighted in 1994 by the International Swaps
                      and
                      Derivatives Association, Inc.

                  


          

           

          
            	(v)  	
                    Events
                      of Default.
                      Clause (iii) of Paragraph 7 shall not apply to Party
                      B.

                  


          

           

          
            	(vi)  	
                    Expenses.
                      Notwithstanding anything to the contrary in Paragraph 10, the
                      Pledgor will
                      be responsible for, and will reimburse the Secured Party for,
                      all transfer
                      and other taxes and other costs involved in any Transfer of
                      Eligible
                      Collateral.

                  


          

           

          
            	(vii)  	
                    Withholding.
                      Paragraph 6(d)(ii) is hereby amended by inserting immediately
                      after “the
                      Interest Amount” in the fourth line thereof the words “less any applicable
                      withholding taxes.”

                  


          

           

          (ix)
             Additional
            Definitions.
            As used
            in this Annex:

           

          “Collateral
            Event” means
            that no Relevant Entity has credit ratings at least equal to the Approved
            Ratings Threshold.

           

          “DV01”
            means,
            with respect to a Transaction and any date of determination, the estimated
            change in the Secured Party’s Transaction Exposure with respect to such
            Transaction that would result from a one basis point change in the relevant
            swap
            curve on such date, as determined by the Valuation Agent in good faith
            and in a
            commercially reasonable manner. The Valuation Agent shall, upon request
            of Party
            B, provide to Party B a statement showing in reasonable detail such
            calculation.

           

          “Exposure”
            has the meaning specified in Paragraph 12, except that after the word
            “Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
            Schedule is deleted)” shall be inserted. 

           

          “Local
            Business Day”
means,
            for purposes of this Annex: any day on which (A) commercial banks are
            open for
            business (including dealings in foreign exchange and foreign currency
            deposits)
            in New York and the location of Party A, Party B and any Custodian, and
            (B) in
            relation to a Transfer of Eligible Collateral, any day on which the clearance
            system agreed between the parties for the delivery of Eligible Collateral
            is
            open for acceptance and execution of settlement instructions (or in the
            case of
            a Transfer of Cash or other Eligible Collateral for which delivery is
            contemplated by other means a day on which commercial banks are open
            for
            business (including dealings in foreign exchange and foreign deposits)
            in New
            York and the location of Party A, Party B and any Custodian. 

           

          “Moody’s
            First Trigger Credit Support Amount” means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                      occurred and has been continuing (x) for at least 30 Local
                      Business Days
                      or (y) since this Annex was executed and (II) it is not the
                      case that a
                      Moody’s Second Trigger Ratings Event has occurred and been continuing
                      for
                      at least 30 Local Business Days, an amount equal to the greater
                      of (a)
                      zero and (b) the sum of (i) the Secured Party’s Exposure for such
                      Valuation Date and (ii) the sum, for each Transaction to which
                      this Annex
                      relates, of the lesser of (x) the product of the Moody’s First Trigger
                      DV01 Multiplier and DV01 for such Transaction and such Valuation
                      Date and
                      (y) the product of (i)
                      Moody’s First Trigger Notional Amount Multiplier, (ii) Scale Factor
                      (as
                      defined in the related confirmation) for such Transaction and
                      (iii) the
                      Notional Amount for such Transaction for the Calculation Period
                      for such
                      Transaction (each as defined in the related Confirmation) which
                      includes
                      such Valuation Date, or

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II)         
            the
            Threshold for Party A such Valuation Date.

           

          “Moody’s
            First Trigger DV01 Multiplier”
            means
            15.

           

          “Moody’s
            First Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Moody’s
            First Trigger Notional Amount Multiplier”
            means
            2%.

           

          “Moody’s
            Second Trigger Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which it is the case that a Moody’s Second Trigger
                      Ratings Event has occurred and been continuing for at least
                      30 Local
                      Business Days, an amount equal to the greatest of (a) zero,
                      (b) the
                      aggregate amount of the next payment due to be paid by Party
                      A under each
                      Transaction to which this Annex relates, and (c) the sum of
                      (x) the
                      Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                      Transaction to which this Annex relates,
                      of:

                  


          

           

          
            	(1)  	
                    if
                      such Transaction is not a Transaction-Specific Hedge, the lesser
                      of (i)
                      the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                      such Transaction and such Valuation Date and (ii) the product
                      of (1) the
                      Moody’s Second Trigger Notional Amount Multiplier, (2) Scale Factor
                      (as
                      defined in the related confirmation) for such Transaction,
                      and (3) the
                      Notional Amount for such Transaction for the Calculation Period
                      for such
                      Transaction (each as defined in the related Confirmation) which
                      includes
                      such Valuation Date;
                      or

                  


          

           

          
            	(2)  	
                    if
                      such Transaction is a Transaction-Specific Hedge, the lesser
                      of (i) the
                      product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                      Multiplier and DV01 for such Transaction and such Valuation
                      Date and (ii)
                      the product of (1) the Moody’s Second Trigger Transaction-Specific Hedge
                      Notional Amount Multiplier, (2) Scale Factor (as defined in
                      the related
                      confirmation) for such Transaction and (3) the Notional Amount
                      for such
                      Transaction for the Calculation Period for such Transaction
                      (each as
                      defined in the related Confirmation) which includes such Valuation
                      Date;
                      or

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II) the
            Threshold for Party A for such Valuation Date.

           

          “Moody’s
            Second Trigger DV01 Multiplier”
            means
            50.

           

          “Moody’s
            Second Trigger Notional Amount Multiplier”
            means
            8%.

           

          “Moody’s
            Second Trigger Transaction-Specific Hedge DV01
            Multiplier”
            means
            65.

           

          “Moody’s
            Second Trigger Transaction-Specific Hedge Notional Amount
            Multiplier”
            means
            10%.

           

          “Moody’s
            Second Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Remaining
            Weighted Average Maturity” means,
            with respect to a Transaction, the expected weighted average maturity
            for such
            Transaction as determined by the Valuation Agent. 

           

          “Transaction
            Exposure”
            means,
            for any Transaction, Exposure determined as if such Transaction were
            the only
            Transaction between the Secured Party and the Pledgor.

           

          “Transaction-Specific
            Hedge” means
            any
            Transaction that is (i) an interest rate swap in respect of which (x)
            the
            notional amount of the interest rate swap is “balance guaranteed” or (y) the
            notional amount of the interest rate swap for any Calculation Period
            (as defined
            in the related Confirmation) otherwise is not a specific dollar amount
            that is
            fixed at the inception of the Transaction, (ii) an interest rate cap,
            (iii) an
            interest rate floor or (iv) an interest rate swaption.

           

          “Valuation
            Percentage”
            shall
            mean, for purposes of determining the Moody’s First Trigger Value, or Moody’s
            Second Trigger Value with respect to any Eligible Collateral or Posted
            Collateral, Moody’s First Trigger Valuation Percentage, or Moody’s Second
            Trigger Valuation Percentage for such Eligible Collateral or Posted Collateral,
            respectively, in each case as set forth in Paragraph 13(b)(ii).

           

          “Value”
            shall
            mean, in respect of any date, the related the related Moody’s First Trigger
            Value, and the related Moody’s Second Trigger Value.

           

          


           

          


           

          [Remainder
            of this page intentionally left blank]

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
            representatives as of the date of the Agreement.

           

          


           

          
            	
                    BEAR
                      STEARNS FINANCIAL PRODUCTS INC.

                  	 	
                    LASALLE
                      BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY BUT SOLELY AS SUPPLEMENTAL
                      INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST
                      TRUST WITH
                      RESPECT TO THE BEAR STEARNS ASSET BACKED SECURITIES I TRUST
                      2007-AQ2
                      ASSET-BACKED CERTIFICATES, SERIES 2007-AQ2

                  
	 	 	 	 	 
	 	 	 	 	 
	
                    By:

                  	 	 	
                    By:

                  	 
	
                    Name:

                  	 	 	
                    Name:

                  	 
	
                    Title:

                  	 	 	
                    Title:

                  	 
	
                    Date:

                  	 	 	
                    Date:

                  	 


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          SCHEDULE
            A

           

          ELIGIBLE
            COLLATERAL

           

          


           

          
            	
                     

                    ISDA
                      Collateral Asset Definition
                      (ICAD) Code 

                  	
                    Remaining
                      Maturity in Years

                  	
                    Moody’s

                    First
                      Trigger Valuation
                      Percentage

                  	
                    Moody’s

                    Second
                      Trigger

                    Valuation

                    Percentage

                  
	
                    (A)
                      US-CASH

                  	
                    N/A

                  	
                    100%

                  	
                    100%

                  
	
                    (B)
                      EU-CASH

                  	
                    N/A

                  	
                    98%

                  	
                    94%

                  
	
                    (C)
                      GB-CASH

                  	
                    N/A

                  	
                    98%

                  	
                    95%

                  
	
                    (D)
                      US-TBILL

                         
US-TNOTE

                     
                      US-TBOND

                  	 	 	 
	 	
                    1
                      or less

                  	
                    100%

                  	
                    100%

                  
	 	
                    More
                      than 1 but not more than 2

                  	
                    100%

                  	
                    99%

                  
	 	
                    More
                      than 2 but not more than 3

                  	
                    100%

                  	
                    98%

                  
	 	
                    More
                      than 3 but not more than 5

                  	
                    100%

                  	
                    97%

                  
	 	
                    More
                      than 5 but not more than 7

                  	
                    100%

                  	
                    96%

                  
	 	
                    More
                      than 7 but not more than 10

                  	
                    100%

                  	
                    94%

                  
	 	
                    More
                      than 10 but not more than 20

                  	
                    100%

                  	
                    90%

                  
	 	
                    More
                      than 20

                  	
                    100%

                  	
                    88%

                  
	
                    (E)
                      US-GNMA

                         
                      US-FNMA

                          US-FHLMC

                  	 	 	 
	 	
                    1
                      or less

                  	
                    100%

                  	
                    99%

                  
	 	
                    More
                      than 1 but not more than 2

                  	
                    100%

                  	
                    99%

                  
	 	
                    More
                      than 2 but not more than 3

                  	
                    100%

                  	
                    98%

                  
	 	
                    More
                      than 3 but not more than 5

                  	
                    100%

                  	
                    96%

                  
	 	
                    More
                      than 5 but not more than 7

                  	
                    100%

                  	
                    93%

                  
	 	
                    More
                      than 7 but not more than 10

                  	
                    100%

                  	
                    93%

                  
	 	
                    More
                      than 10 but not more than 20

                  	
                    100%

                  	
                    89%

                  
	 	
                    More
                      than 20

                  	
                    100%

                  	
                    87%

                  
	
                    (F)
                      Fixed-Rate GA-EUROZONE-GOV

                  	 	
                    Rated
                      Aa3 or better by Moody's

                  	
                    Rated
                      Aa3 or better by Moody's

                  
	 	
                    1
                      or less

                  	
                    98%

                  	
                    94%

                  
	 	
                    More
                      than 1 but not more than 2

                  	
                    98%

                  	
                    93%

                  
	 	
                    More
                      than 2 but not more than 3

                  	
                    98%

                  	
                    92%

                  
	 	
                    More
                      than 3 but not more than 5

                  	
                    98%

                  	
                    90%

                  
	 	
                    More
                      than 5 but not more than 7

                  	
                    98%

                  	
                    89%

                  
	 	
                    More
                      than 7 but not more than 10

                  	
                    98%

                  	
                    88%

                  
	 	
                    More
                      than 10 but not more than 20

                  	
                    98%

                  	
                    84%

                  


          

          


           

          The
            ISDA
            Collateral Asset Definition (ICAD) Codes used in this Schedule A are
            taken from
            the Collateral Asset Definitions (First Edition - June 2003) as published
            and
            copyrighted in 2003 by the International Swaps and Derivatives Association,
            Inc.

           

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        N

       

      SERVICING
        CRITERIA TO BE ADDRESSED

      IN
        ASSESSMENT OF COMPLIANCE

      


      Definitions

      Master
        Servicer - aggregator of pool assets

      Custodian
        - safe keeper of pool assets

      Trustee
        -
        fiduciary of the transaction, waterfall calculator, paying agent

      


      Where
        there are multiple checks for criteria the attesting party will identify
        in
        their management assertion that they are attesting only to the portion of
        the
        distribution chain they are responsible for in the related transaction
        agreements.

      


      Key: X
        - obligation

      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Master
                  Servicer

              	
                Trustee

              	
                Custodian

              
	
                 

              	
                General
                  Servicing Considerations

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	
                X

              	
                 

              	
                 

              
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained.

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	
                X

              	
                 

              	
                 

              
	
                 

              	
                Cash
                  Collection and Administration

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(2)(vii)
                  

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                 

              
	
                 

              	
                Investor
                  Remittances and Reporting

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the Servicer.
                  

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                 

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	
                X

              	
                 

              
	
                 

              	
                Pool
                  Asset Administration

              	
                 

              	
                 

              	
                 

              
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                 

              	
                 

              	
                X

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                 

              	
                 

              	
                X

              
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X* 

              
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	
                X

              	
                 

              	
                 

              
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. 

              	
                 

              	
                X

              	
                 

              


      

      


      

        

      

      
        
          *
            Only
            with respect to the logistics of adding, removing and substituting loan
            files.

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        O

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 3.16 of the Pooling and Servicing Agreement. The
        trustee in this transaction is responsible for all of the securities
        administrator functions.

      


      Under
        Item 1 of Form 10-D: a) items marked “monthly statements to certificateholders”
are required to be included in the periodic Distribution Date statement under
        Section 5.06 of the Pooling and Servicing Agreement, provided by the Trustee
        based on information received from the party providing such information;
        and b)
        items marked “Form 10-D report” are required to be in the Form 10-D report but
        not the monthly statements to certificateholders, provided by the party
        indicated. Information under all other Items of Form 10-D is to be included
        in
        the Form 10-D report. All such information and any other Items of Form 8-K
        and
        Form 10-K set forth in this exhibit shall be sent to the Trustee and the
        Depositor. 

      


      
        	
                Form

              	
                Item

              	
                Description

              	
                Master
                  Servicer

              	
                Trustee

              	
                Custodian

              	
                Depositor

              	
                Sponsor

              
	
                10-D

              	
                Must
                  be filed within 15 days of the distribution date for the asset-backed
                  securities.

              
	
                 

              	
                1

              	
                Distribution
                  and Pool Performance Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (2)
                  Cash flows received and the sources thereof for distributions,
                  fees and
                  expenses.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders) (only with respect to the reserve
                  accounts)

              	
                 

              	
                 

              	
                 

              
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average remaining term, pool factors and prepayment
                  amounts.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	
                 

              
	
                (9)
                  Delinquency and loss information for the period.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool assets.
                  (methodology)

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	
                X

              	
                X

                 

                (if
                  agreed upon by the parties)

              	
                 

              	
                X

              	
                 

              
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	
                 

              	
                X

                 

                (monthly
                  statements to certificateholders)

              	
                 

              	
                 

              	
                 

              
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                information
                  regarding any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	
                X

              	
                X

              	
                 

              	
                X

              	
                 

              
	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	
                 

              	
                 

              	
                 

              	
                X

              	
                X

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                2

              	
                Legal
                  Proceedings

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Sponsor
                  (Seller)

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              
	
                Depositor

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Trustee

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Issuing
                  entity

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Custodian

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              
	
                 

              	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                4

              	
                Defaults
                  Upon Senior Securities

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                5

              	
                Submission
                  of Matters to a Vote of Certificateholders

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                7

              	
                Significant
                  Enhancement Provider Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  applicable disclosure threshold

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  current maximum probable exposure

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Determining
                  current significance percentage

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                8

              	
                Other
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below.

              
	
                 

              	
                9

              	
                Exhibits

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Distribution
                  report

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              
	
                 

              	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                X

              	
                X 

              	
                 

              	
                X 

              	
                X 

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	
                X

              	
                X 

              	
                 

              	
                X 

              	
                X 

              
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                X

              	
                X

              	
                X

              	
                X

              	
                X

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicer, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Trustee, significant obligor, credit enhancer (10% or
                  more),
                  derivatives counterparty, Custodian

              	
                X

              	
                X 

              	
                X

              	
                X 

              	
                X 

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement [in
                  this transaction there is no off-balance sheet
                  arrangement]

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to certificateholders [in this transaction
                  there
                  will be no events other than waterfall triggers]

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                3.03

              	
                Material
                  Modification to Rights of Certificateholders

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                5.06

              	
                Change
                  in Shell Company Status

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                [Not
                  applicable to ABS issuers]

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                6.01

              	
                ABS
                  Informational and Computational Material

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                [Not
                  included in reports to be filed under Section 3.16]

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                6.02

              	
                Change
                  of Servicer or Trustee

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or trustee.
                  

              	
                X

              	
                X

              	
                 

              	
                X

              	
                 

              
	
                Reg
                  AB disclosure about any new master servicer is also
                  required.

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Reg
                  AB disclosure about any new trustee is also required.

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                 

              	
                X

              	
                 

              	
                X

              	
                 

              
	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                 

              	
                X

              	
                 

              	
                X

              	
                 

              
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                X

              	
                X

              	
                X

              	
                X

              	
                 

              
	
                8.01

              	
                Other
                  Events

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                 

              	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                The
                  Responsible Party applicable to reportable event.

              
	
                10-K

              	
                 

              	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              
	
                 

              	
                9B

              	
                Other
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K as indicated
                  above.

              
	
                 

              	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  applicable disclosure threshold

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Determining
                  current maximum probable exposure

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                 

              	
                 

              	
                Determining
                  current significance percentage

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Sponsor
                  (Seller)

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              
	
                Depositor

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Trustee

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Issuing
                  entity

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Custodian

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Sponsor
                  (Seller)

              	
                 

              	
                 

              	
                 

              	
                 

              	
                X

              
	
                Depositor

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Trustee

              	
                 

              	
                X

              	
                 

              	
                 

              	
                 

              
	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	
                X

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Originator

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Custodian

              	
                 

              	
                 

              	
                X

              	
                 

              	
                 

              
	
                Credit
                  Enhancer/Support Provider

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Significant
                  Obligor

              	
                 

              	
                 

              	
                 

              	
                X

              	
                 

              
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	
                 

              	
                 

              
	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	
                 

              	 	 


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        P

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

       

      Bear
        Stearns Asset Backed Securities I LLC

      383
        Madison Avenue

      New
        York,
        New York 10179

      Fax:
        (212) 272-2000

      E-mail:
        regabnotifications@bear.com

      


      LaSalle
        Bank National Association as Trustee 

      135
        S.
        LaSalle St., Suite 1511

      Chicago,
        Illinois 60603

      Fax:
        (312) 904-1368

      E-mail:
        edgar@abnamro.com

      Attn:
        Global Securities and Trust Services Group - BEAR STEARNS ASSET BACKED
        SECURITIES I TRUST 2007-AQ2-SEC REPORT PROCESSING

       

      RE:
        **Additional Form [ ] Disclosure**Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 3.16(a)(iv) of the Pooling and Servicing Agreement,
        dated as of February 1, 2007, among Bear Stearns Asset Backed Securities
        I LLC,
        as depositor, EMC Mortgage Corporation, as seller and as master servicer,
        and
        LaSalle Bank National Association, as trustee. The Undersigned, as [Name
        of
        Party], hereby notifies you that certain events have come to our attention
        that
        [will][may] need to be disclosed on Form [ ].

       

      Description
        of Additional Form [ ] Disclosure:

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [ ]
        Disclosure:

       

       

      Any
        inquiries related to this notification should be directed to [ ], phone number:
        [ ]; email address: [ ].

       

      
        	 	 	 
	 	
                [NAME
                  OF PARTY]

                as
                  [role]

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        Q

       

      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      The
        undersigned is the [Title of Officer] of [Name of Transferor] (the “Owner”), the
        proposed transferor of an Ownership Interest in the Bear Stearns Asset Backed
        Securities I LLC Asset-Backed Certificates, Series 2007-AQ2, Class
        [R-1][R-2][R-3][RX] Certificate (the “Certificate”) issued pursuant to the
        Pooling and Servicing Agreement, dated as of February 1, 2007 (the “Agreement”),
        among Bear Stearns Asset Backed Securities I LLC, as depositor (the
“Depositor”), EMC Mortgage Corporation, as seller and as master servicer, and
        LaSalle Bank National Association, as trustee (the “Trustee”), and makes this
        affidavit on behalf of the Owner for the benefit of the Depositor and the
        Trustee. Capitalized terms used, but not defined herein, shall have the meanings
        ascribed to such terms in the Agreement.

       

      1.
         The
        Owner
        is not transferring the Certificate to impede the assessment or collection
        of
        any tax.

       

      2.
         The
        Owner
        has no actual knowledge that the proposed transferee of the Certificate:
        (i) has
        insufficient assets to pay any taxes that would be owed by such transferee
        as
        Holder of the Certificate; (ii) may become insolvent or subject to a bankruptcy
        proceeding for so long as the Certificate remains outstanding; and (iii)
        is not
        a Permitted Transferee.

       

      3.
         The
        Owner
        understands that the proposed transferee has delivered to the Trustee and
        the
        Depositor a transfer affidavit and agreement in the form attached to the
        Agreement as Exhibit C. The Owner does not know or believe that any
        representation contained therein is false.

       

      4.
         At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the proposed transferee as contemplated by Treasury
        Regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
        the
        Owner has determined that the proposed transferee has historically paid its
        debts as they became due and has found no significant evidence to indicate
        that
        the proposed transferee will not continue to pay its debts as they become
        due in
        the future. The Owner understands that the transfer of the Certificate may
        not
        be respected for U.S. federal income tax purposes (and the Owner may continue
        to
        be liable for U.S. federal income taxes associated therewith) unless the
        Owner
        has conducted such an investigation.


       

      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to authority of its Board of Directors, by its [Title of
        Officer] this ____ day of _________, 20__.

       

      
        	 	 	 	 	 	 	
                [NAME
                  OF OWNER]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	
                Name:

              	
                [Name
                  of Officer]

              
	 	 	 	 	 	 	
                Title:

              	
                [Title
                  of Officer]

              


      

      


       

      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Owner, and acknowledged to me that he/she executed the same
        as
        his/her free act and deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.