d725334ex4-1.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 
	 
	
              STRUCTURED
      ASSET MORTGAGE INVESTMENTS II INC.,

            
	 
	
              Depositor,

            
	 
	
              and

            
	 
	
              WELLS
      FARGO BANK, N.A.,

            
	 
	
              Grantor
      Trust Trustee

            
	 
	 
	 
	 
	 	 	 
	 	
              
GRANTOR
      TRUST AGREEMENT

              Dated
      as of October 24, 2007

            	 
	 	 	 
	 
	 
	 
	
              $24,759,000

            
	 
	
              Bear
      Stearns Structured Products Inc. Trust 2007-R3

              Grantor
      Trust Certificates

              Series
      2007-R3

            
	 
	 
	 
	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE OF
CONTENTS

     

    
      
 

        ARTICLE I
DEFINITIONS

        Section
1.01.                                Defined
Terms.

        


        ARTICLE
II CONVEYANCE OF THE UNDERLYING SECURITIES; ORIGINAL ISSUANCE OF GRANTOR TRUST
CERTIFICATES

        Section
2.01.                                Conveyance of the Underlying
Securities.

        Section
2.02.                                Acceptance of Trust Fund by
Grantor Trust Trustee; Initial Issuance of Grantor Trust
Certificates.

        Section
2.03.                                Representations and
Warranties of the Depositor and the Grantor Trust Trustee.

        Section
2.04.                                Grantor
Trust.  l:

        


        ARTICLE
III ADMINISTRATION OF THE UNDERLYING SECURITIES; PAYMENTS AND REPORTS TO GRANTOR
TRUST CERTIFICATEHOLDERS

        Section
3.01.                                Administration of the Trust
Fund and the Underlying Security.

        Section
3.02.                                Collection of
Monies.

        Section
3.03.                                Establishment of the
Certificate Account; Deposits Therein.

        Section
3.04.                                Permitted Withdrawals From
the Certificate Account.

        Section
3.05.                                Distributions.

        Section
3.06.                                Statements to Grantor Trust
Certificateholders.

        Section
3.07.                                Access to Certain
Documentation and Information.

        Section
3.08.                                Calculation of Distribution
Amounts.

        Section
3.09.                                Annual Statement as to
Compliance.

        Section
3.10.                                Assessments of Compliance
and Attestation Reports.

        Section
3.11.                                Reports Filed with
Securities and Exchange Commission.

        Section
3.12.                                Reserve
Account

        Section
3.13.                                The Yield Maintenance
Agreement

        


        ARTICLE
IV THE GRANTOR TRUST CERTIFICATES

        Section
4.01.                                The Grantor Trust
Certificates.

        Section
4.02.                                Registration of Transfer and
Exchange of Grantor Trust Certificates.

        Section
4.03.                                Mutilated, Destroyed, Lost
or Stolen Grantor Trust Certificates.

        Section
4.04.                                Persons Deemed
Owners.

        


        ARTICLE V
THE GRANTOR TRUST TRUSTEE

        Section
5.01.                                Duties of Grantor Trust
Trustee.

        Section
5.02.                                Certain Matters Affecting
the Grantor Trust Trustee.

        Section
5.03.                                Grantor Trust Trustee Not
Liable for Grantor Trust Certificates or Underlying
Securities.

        Section
5.04.                                Grantor Trust Trustee May
Own Grantor Trust Certificates.

        Section
5.05.                                Grantor Trust Trustee’s Fees
and Expenses.

        Section
5.06.                                Eligibility Requirements for
Grantor Trust Trustee.

        Section
5.07.                                Resignation and Removal of
the Grantor Trust Trustee.

        Section
5.08.                                Successor Grantor Trust
Trustee.

        Section
5.09.                                Merger or Consolidation of
Grantor Trust Trustee.

        Section
5.10.                                Appointment of Co-Grantor
Trust Trustee or Separate Grantor Trust Trustee.

        


        ARTICLE
VI THE DEPOSITOR

        Section
6.01.                                Liability of the
Depositor.

        Section
6.02.                                Merger, Consolidation or
Conversion of the Depositor.

        Section
6.03.                                Limitation on Liability of
the Depositor and Others.

        


        ARTICLE
VII TERMINATION

        Section
7.01.                                Termination.

        


        ARTICLE
VIII MISCELLANEOUS PROVISIONS

        Section
8.01.                                Amendment.

        Section
8.02.                                Counterparts.

        Section
8.03.                                Limitation on Rights of
Grantor Trust Certificateholders.

        Section
8.04.                                Governing Law.

        Section
8.05.                                Notices.

        Section
8.06.                                Severability of Provisions.

        Section
8.07.                                Successors and
Assigns.

        Section
8.08.                                Article and Section
Headings.

        Section
8.09.                                Notices to Rating
Agency.

        Section
8.10.                                Acts of Grantor Trust
Certificateholders.

      

    

     

    


    
      	
              Exhibit
      A

            	
              -

            	
              Form
      of Grantor Trust Certificates

            
	
              Exhibit
      B

            	
              -

            	
              Form
      of Annual Certification

            
	
              Exhibit
      C

            	
              -

            	
              Servicing
      Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
      D

            	
              -

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

            
	
              Exhibit
      E

            	
              -

            	
              Additional
      Disclosure Notification

            
	
              Exhibit
      F

            	
              -

            	
              Yield
      Maintenance Agreement

            
	
              Schedule
      A

            	
              -

            	
              Underlying
      Securities

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GRANTOR
TRUST AGREEMENT, dated as of October 24, 2007, by and between STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC., as depositor (the “Depositor”), and
Wells Fargo Bank, N.A., as grantor trust trustee (the “Grantor Trust
Trustee”).

     

    PRELIMINARY
STATEMENT

     

    The
Depositor intends to cause the issuance of and to sell its Grantor Trust
Certificates, Series 2007-R3, Class A-1 Grantor Trust Certificates representing
in the aggregate the entire beneficial ownership of a trust fund, the primary
asset of which is the Underlying Securities (as defined herein).

     

    All
things necessary to make this Agreement a valid declaration of trust by the
Depositor in accordance with its terms have been done.

     

    In
consideration of the premises and the mutual agreements herein contained, the
Depositor and the Grantor Trust Trustee agree as follows:

     

    ARTICLE
I


     

    DEFINITIONS

     

    Section
1.01.  Defined
Terms.

     

    Whenever
used in this Agreement, including the Preliminary Statement, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:

     

    Additional Amount: An
amount that the Sponsor has agreed on the Closing Date to cause to be paid to
the Grantor Trust Trustee equal to the excess, if any, of (i) the interest
accrued during the Interest Accrual Period related to the second Distribution
Date at a rate equal to 15.50% per annum on the Current Principal Amount of the
Grantor Trust Certificates immediately prior to such Distribution Date, over
(ii) the sum of (a) the amount of Available Funds with respect to the second
Distribution Date and (b) the Reserve Account Deposit Portion B.

     

    Affiliate:  With
respect to any specified Person, any other Person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, such specified Person.  For the purposes of this
definition, “control” when used with respect to any specified Person means
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise, and the terms “controlling,”
“controlled by” and “under common control with” have meanings correlative to the
foregoing.

     

    Agreement:  This
Grantor Trust Agreement and all amendments hereof and supplements
hereto.

     

    Available
Funds:  As of any date of determination, the aggregate amount
on deposit in the Certificate Account as of such date received with respect to
the Underlying Securities net of any portion thereof which represents amounts to
be paid to any Person pursuant to clauses (ii) and (iv) of Section
3.04.

     

    Bear
Stearns:  Bear, Stearns & Co. Inc.

     

    Business
Day:  Any day other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in the cities of New York, New York, Columbia,
Maryland, Minneapolis, Minnesota or any city in which the Corporate Trust Office
of the Grantor Trust Trustee is located are authorized or obligated by law or
executive order to be closed.

     

    Certificate
Account:  The trust account or accounts, which shall at all
times be Eligible Accounts, created and maintained by the Grantor Trust Trustee
for the benefit of the Grantor Trust Certificateholders pursuant to Section
3.03.  Funds deposited in the Certificate Account shall be held in
trust for the Grantor Trust Certificateholders for the uses and purposes set
forth in Article III hereof.

     

    Certificate
Register:  Shall have the meaning provided in Section
4.02.

     

    Class:  Collectively,
all of the Grantor Trust Certificates bearing the same designation.

     

    Class A-1 Grantor Trust
Certificate:  Any Class A-1 Grantor Trust Certificate as
executed hereunder by the Grantor Trust Trustee and authenticated and delivered
hereunder by the Grantor Trust Trustee, substantially in the form of Exhibit A
hereto.

     

    Closing Date: October
24, 2007.

     

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

     

    Commission:  U.S.
Securities and Exchange Commission.

     

    Corporate Trust
Office:  The corporate trust office of the Grantor Trust
Trustee at which 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, for purposes other than presentment and surrender
of the Grantor Trust Certificates, is located at Wells Fargo Bank, N.A., P.O.
Box 98, Columbia, Maryland 21046 (or, for overnight deliveries, 9062 Old
Annapolis Road, Columbia, Maryland 21045), Attention: Client Manager – BSSP
2007-R3, and for purposes of presentment and surrender of the Grantor Trust
Certificates for registration of transfer, exchange or final payment, is located
at Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479, Attention: Corporate Trust Services – BSSP 2007-R3, or any
other address that the Grantor Trust Trustee may designate from time to time by
notice to the Grantor Trust Certificateholders.

     

    Current Principal
Amount:  With respect to any Grantor Trust Certificate, as of
any date of determination, (i) the sum of (a) the original principal amount of
such Grantor Trust Certificate and (b) any Net Deferred Interest added to the
certificate principal balance of the Underlying Securities on the related
Underlying Distribution Date pursuant to the Underlying Agreement, minus (ii)
the sum of (a) the aggregate of all distributions of principal previously made
on that Grantor Trust Certificate pursuant to Section 3.05, (b) the principal
portion of all Realized Losses previously allocated to such Grantor Trust
Certificate pursuant to Section 3.05 and (c) the principal portion of Available
Funds with respect to the first and second Distribution Dates that is not
distributed as principal to the Grantor Trust Certificates only to the extent
needed to cause the Current Principal Amount to equal the balance of the
Underlying Securities for such Distribution Date.

     

    Cut-off
Date:  October 1, 2007.

     

    Definitive
Certificates:  The meaning specified in Section 4.01(b)
hereof.

     

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

     

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

     

    Depository
Agreement:  The meaning specified in Subsection 4.01(a)
hereof.

     

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

     

    Distribution
Date:  The Underlying Securities Distribution Date, commencing
in October 2007.

     

    DTC:  The
Depository Trust Company.

     

    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 the
Rating Agency in one of its two highest long-term and its highest short-term
rating categories, respectively, at the time any amounts are held on deposit
therein; provided, that following a downgrade, withdrawal, or suspension of such
institution’s rating as set forth above, each account shall promptly (and in any
case within not more than 30 calendar days) be moved to one or more segregated
trust accounts in the trust department of such institution, or to an account at
another institution that complies with the above requirements, or (ii) a trust
account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company having capital and
surplus of not less than $50,000,000, acting in its fiduciary capacity or (iii)
any other account acceptable to the Rating Agency, as evidenced in writing.
Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Grantor Trust Trustee.
Notwithstanding Section 8.01, this Agreement may be amended to reduce the rating
requirements in clause (i) above, without the consent of any of the Grantor
Trust Certificateholders, provided that the Person requesting such amendment
obtains a letter from the Rating Agency stating that such amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Grantor Trust Certificates.

     

    ERISA:  The
Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder.

     

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

     

    Final Distribution
Date:  With respect to each Underlying Security, the Underlying
Security Distribution Date on which the final distribution thereon is to be made
in accordance with the Underlying Agreement; and with respect to the Grantor
Trust Certificates, the  Distribution Date on which the final
distribution thereon is to be made in accordance with this
Agreement.

     

    First Available Funds
Cap:  An amount equal to (a) the sum of (i) the amount of
Available Funds paid to the Underlying Securities on the first Underlying
Distribution Date and (ii) the Reserve Account Deposit Portion A, divided by (b)
the Current Principal Amount of the Grantor Trust Certificates immediately prior
to the first Underlying Distribution Date.

     

    Grantor Trust
Certificates:  The Class A-1 Grantor Trust
Certificates.

     

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

     

    Grantor Trust
Certificateholder or Holder:  The person in whose name a
Grantor Trust Certificate is registered in the Certificate Register, except
that, subject to Sections 8.01(b) and 8.10(e), solely for the purpose of giving
any consent, approval or waiver pursuant to this Agreement, any Grantor Trust
Certificate registered in the name of the Depositor or any Affiliate thereof
shall be deemed not to be outstanding and shall not be taken into account for
purposes of determining whether the Holders of Grantor Trust Certificates
evidencing the requisite aggregate Percentage Interest necessary to effect any
such consent, approval or waiver has been obtained, unless such Persons
collectively own all the Grantor Trust Certificates.

     

    Grantor Trust
Trustee: Wells Fargo Bank, N.A., in its capacity as grantor trust
trustee, or its successor in interest.

     

    Guarantor: As defined
in Section 3.13.

     

    Guaranty: As defined
in Section 3.13.

     

    Interest Accrual
Period:  For each Distribution Date other than the first
Distribution Date, the period beginning with and including 25th day of
the month immediately preceding such Distribution Date and ending on and
including the 24th day of
the calendar month in which such Distribution Date occurs. The Interest Accrual
Period for the first Distribution Date will be the period beginning with and
including October 24, 2007 and ending on but not including October 25,
2007.

     

    Interest Distribution
Amount:  With respect to the Grantor Trust Certificates and any
Distribution Date, the amount of interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Current Principal Amount
of the Grantor Trust Certificates immediately prior to such Distribution Date,
adjusted for any Distribution Date following the second Distribution Date for
any Net Deferred Interest
allocated to the Underlying Securities on the related Underlying Distribution
Date pursuant to the Underlying Agreement for such Distribution
Date.

     

    Investment Company
Act:  The Investment Company Act of 1940, as amended from time
to time, and the rules and regulations promulgated thereunder.

     

    Latest Possible Final
Distribution Date: With respect to the Grantor Trust Certificates, the
Distribution Date occurring in October 2037.

     

    Majority Grantor Trust
Certificateholders:  With respect to the Grantor Trust
Certificates, the Holders of the Grantor Trust Certificates evidencing in the
aggregate greater than 50% of the aggregate Current Principal Amount of the
Grantor Trust Certificates.

     

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

     

    Net Deferred
Interest: As defined in the Underlying Agreement.

     

    NMWHFIT: shall mean a “Non-Mortgage Widely Held
Fixed Investment Trust” as that term is defined in Treasury Regulations Section
1.671-5(b)(12) or successor provisions.

     

    Notice of Final
Distribution:  With respect to each Underlying Security, any
notice provided pursuant to the Underlying Agreement to the effect that final
distribution on such Underlying Security shall be made only upon presentment and
surrender thereof.  With respect to the Grantor Trust Certificates,
the notice to be provided pursuant to Sections 7.01(b) to the effect that final
distribution on the Grantor Trust Certificates shall be made only upon
presentment and surrender thereof.

     

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

     

    Opinion of
Counsel:  A written opinion of counsel, who may be counsel for
the Depositor, which opinion is addressed to the Grantor Trust Trustee and is
reasonably acceptable to the Grantor Trust Trustee.

     

    Pass-Through
Rate:  With respect to the Grantor Trust Certificates, (i) on
the first Distribution Date, a rate that would be required to accrue an amount
of interest on the initial principal balance during a 30-day accrual period at a
pass-through rate of 21.81025% per annum, subject to the First Available Funds
Cap, (ii) on the second Distribution Date, a rate of 15.50% per annum, subject
to the Second Available Funds Cap and (iii) on all subsequent Distribution
Dates, a variable per annum pass-through rate equal to the weighted average of
the pass-through rates of the Underlying Securities, as reported in the
Underlying Distribution Date Statement for the Underlying Security Distribution
Date.

     

    Percentage
Interest:  With respect to the Grantor Trust Certificates, the
portion of the Grantor Trust Certificates represented by such Grantor Trust
Certificate, expressed as a percentage, the numerator of which is the initial
outstanding Current Principal Amount of the Grantor Trust Certificates as of the
Closing Date, as specified on the face thereof, and the denominator of which is
the Original Current Principal Amount of all Grantor Trust
Certificates.

     

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

     

    
      	
              (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
      the Rating Agency, or such lower rating as will not result in the
      downgrading or withdrawal of the ratings then assigned to the Grantor
      Trust Certificates by the 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 the Rating Agency, or such lower rating as
      will not result in the downgrading or withdrawal of the ratings then
      assigned to the Grantor Trust Certificates by the 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
      Grantor Trust 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 Grantor
      Trust 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 Grantor Trust Certificates
      by the 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
      the 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 Grantor Trust Certificates
      by the Rating Agency, as evidenced by a signed writing delivered by the
      Rating Agency;

            


    

     

    
      	
              (viii)        

            	
              interests
      in any money market fund (including any such fund managed or advised by
      the Grantor Trust 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 the Rating Agency rating such fund or such lower rating as will
      not result in the downgrading or withdrawal of the ratings then assigned
      to the Grantor Trust Certificates by the 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 Grantor Trust
      Trustee or any affiliate thereof) which on the date of acquisition has
      been rated by the 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 Grantor Trust
      Certificates by the 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 the Rating Agency and as will not
      result in the downgrading or withdrawal of the rating then assigned to the
      Grantor Trust Certificates by any Rating Agency, as evidenced by a signed
      writing delivered by the 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). Permitted Investments that are subject
to prepayment or call may not be purchased at a price in excess of
par.

     

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

     

    Prospectus
Supplement: The Prospectus
Supplement dated October 24, 2007 relating to the public offering of the Grantor
Trust Certificates.

     

    Purchase
Agreement:  The Purchase Agreement, dated as of October 24,
2007, between EMC Mortgage Corporation and the Depositor relating to the
Underlying Securities.

     

    Rating
Agency:  S&P or its successors.  If such agency
or its successors are no longer in existence, “Rating Agency” shall
be deemed to refer to such nationally recognized statistical rating agency, or
other comparable Person, designated by the Depositor, notice of which
designation shall be given to the Grantor Trust Trustee, and specific ratings of
the Rating Agency shall be deemed to refer to the equivalent ratings of the
party so designated.

     

    Record
Date:  For the Grantor Trust Certificates and the first
Distribution Date, the Closing Date, and for any Distribution Date thereafter,
the last Business Day of the month preceding the month in which such
Distribution Date occurs.

     

    Regulation
AB:  Subpart 229.1100 – Asset Backed Securities (Regulation
AB), 17 C.F.R. §§229.1100-229.1123, as 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.

     

    Repurchase
Price:  In connection with the repurchase of any of the
Underlying Securities pursuant to Section 2.03(c), a price equal to the
outstanding principal balance thereof as of the date of repurchase plus accrued
interest thereon.

     

    Reserve
Account:  The account established and maintained pursuant to
Section 3.12 of this Agreement, which shall be an Eligible Account.

     

    Reserve Account
Deposit:  The amount to be paid by the Depositor to the Grantor
Trust Trustee for deposit in the Reserve Account on the Closing Date, which
amount is equal to $500,000.00.

     

    Reserve Account Deposit
Portion A: The sum of (i) that portion of the Reserve Account Deposit
equal to $368,299.21, which may be invested on the Closing Date in a Permitted
Investment designated by the Depositor, maturing on or before the first
Distribution Date following the Closing Date and (ii) the proceeds of any
Permitted Investment specified in clause (i).

     

    Reserve Account Deposit
Portion B: The sum of (i) that portion of the Reserve Account Deposit
equal to $131,700.79, which may be invested on the Closing Date in a Permitted
Investment designated by the Depositor (separate from any Permitted Investment
relating to the Reserve Account Deposit Portion A), maturing on or before the
second Distribution Date following the Closing Date, (ii) the proceeds of any
Permitted Investment described in clause (i) and (iii) the Reserve Account
Deposit Portion A remaining after the first Distribution Date.

     

    Reserve Account Distribution
Amount:  With respect to the first Distribution Date following
the Closing Date, the Reserve Account Deposit Portion A to the extent necessary
to cover the Interest Distribution Amount for the Grantor Trust Certificates for
such Distribution Date, and with respect to the second Distribution Date
following the Closing Date, the Reserve Account Deposit Portion B and any
Additional Amount received by the Grantor Trust Trustee pursuant to the Yield
Maintenance Agreement.

     

    Responsible
Officer:  When used with respect to the Grantor Trust Trustee,
any officer of the Grantor Trust Trustee assigned to and working in its
Corporate Trust Office or similar group administering the Trusts hereunder and
also, with respect to a particular matter, any other officer of the Grantor
Trust Trustee to whom a particular matter is referred by the Grantor Trust
Trustee 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 its successors
in interest.

     

    Second Available Funds
Cap:  An amount equal to (a) the sum of (i) the amount of
Available Funds paid to the Underlying Securities on the second Underlying
Distribution Date, (ii) the Reserve Account Deposit Portion B and (iii) any
Additional Amount received by the Grantor Trust Trustee pursuant to the Yield
Maintenance Agreement, divided by (b) the Current Principal Amount of the
Grantor Trust Certificates immediately prior to the second Underlying
Distribution Date.

     

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

     

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

     

    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 Sponsor or its affiliate of the
aggregate maximum probable exposure of the outstanding Grantor Trust
Certificates to the Yield Maintenance Agreement.

     

    Significance
Percentage: With respect to any Distribution Date, and in accordance with
Item 1115 of Regulation AB, shall be an percentage equal to the Significance
Estimate divided by the outstanding Current Principal Amount of the Grantor
Trust Certificates, prior to the distribution of Available Funds on such
Distribution Date.

     

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

     

    Structured Asset Mortgage
Investments II Trust 2007-AR7 Class A-4
Certificates:  Structured Asset Mortgage Investments II Trust
2007-AR7, Mortgage Pass-Through Certificates, Series 2007-AR7, Class A-4
Certificates.

     

    Structured Asset Mortgage
Investments II Trust 2007-AR7 Class III-A-2
Certificates:  Structured Asset Mortgage Investments II Trust
2007-AR7, Mortgage Pass-Through Certificates, Series 2007-AR7, Class III-A-2
Certificates.

     

    Trust: Bear Stearns
Structured Products Inc. Trust 2007-R3, created pursuant to this Agreement and
comprised of the Trust Fund.

     

    Trust
Fund:  The segregated pool of assets subject hereto,
constituting the corpus of the Trust created hereby and to be administered
hereunder, consisting of (i) the Underlying Securities, (ii) all amounts payable
on the Underlying Securities pursuant to the Underlying Agreement following the
Closing Date, (iii) the Reserve Account (including the right to receive the
Additional Amount), (iv) the Certificate Account and such funds or assets as are
from time to time deposited in the Certificate Account, (v) the Depositor’s
rights under the Purchase Agreement, (vi) the Yield Maintenance Agreement and
(vii) the income, payments and proceeds of each of the foregoing.

     

    Underlying
Agreement:  The agreement pursuant to which the Underlying
Securities were issued, as in effect on the Closing Date.

    


    Underlying Distribution Date
Statement:  The monthly investor reports provided or made
available pursuant to the Underlying Agreement in respect of the Underlying
Securities in connection with the Underlying Security Distribution
Date.

     

    Underlying
Securities: The respective Underlying Security Class Percentage of the
(i) Structured Asset Mortgage Investments II Trust 2007-AR7 Class A-4
Certificates and (ii) Structured Asset Mortgage Investments II Trust 2007-AR7
Class III-A-2 Certificates, sold by the Depositor to, and registered in the name
of, the Grantor Trust Trustee, for the benefit of the Holders of the Grantor
Trust Certificates, pursuant to Section 2.01 and as more particularly described
in Schedule A hereto.

     

    Underlying Security Class
Percentage:  The percentage which each Underlying Security
constitutes of its entire class as set forth in Schedule A attached hereto under
the caption “Class % in Trust.”

     

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

     

    Underlying
Securityholder:  The Grantor Trust Trustee or its Depository
Participant for the benefit of the Grantor Trust
Certificateholders.

     

    Underlying
Series:  The series of securities which includes the Underlying
Securities.

     

    WHFIT: shall mean a
“Widely Held Fixed Investment Trust” as that term is defined in Treasury
Regulations section 1.671-5(b)(22) or successor provisions.

     

    WHFIT Regulations:
shall mean Treasury Regulations section 1.671-5, as amended.

     

    Yield Maintenance
Agreement: A yield maintenance agreement, between the Grantor Trust
Trustee and the Yield Maintenance Agreement Counterparty, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit F, all of which shall evidence
the right to receive the Additional Amount that is agreed by the Sponsor to
cause to be paid to the Trust and included in the Reserve Account on the Closing
Date as further described herein.

     

    Yield Maintenance Agreement
Counterparty: The yield maintenance agreement counterparty under the
Yield Maintenance Agreement.  Initially, the Yield Maintenance
Agreement Counterparty shall be and Bear Stearns Capital Markets
Inc.

     

    ARTICLE
II

     

    CONVEYANCE
OF THE UNDERLYING SECURITIES; ORIGINAL ISSUANCE OF GRANTOR TRUST
CERTIFICATES

     

    Section
2.01. Conveyance of the Underlying
Securities.

     

    (a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
sell, transfer, assign, set-over and otherwise convey to the Grantor Trust
Trustee, in trust, for the use and benefit of the Grantor Trust
Certificateholders, without recourse, all the right, title and interest of the
Depositor in and to (i) the Underlying Securities, (ii) the Purchase Agreement
and (iii) all other assets constituting the Trust Fund.  Such
assignment includes, without limitation, all amounts payable on the Underlying
Securities pursuant to the Underlying Agreement following the Closing
Date.

     

    (b) In
connection with such transfer and assignment, and concurrently with its
execution and delivery of this Agreement, the Depositor shall have caused the
Underlying Securities to be registered in the book-entry records of the
Depository in the name of the Grantor Trust Trustee or its nominee.

     

    (c) The
transfer of the Underlying Securities and all other assets constituting the
Trust Fund is absolute and is intended by the parties hereto as a
sale.

     

    (d) It is
intended that the conveyances by the Depositor to the Grantor Trust Trustee of
the Underlying Securities as provided for in this Section 2.01 be construed as a
sale by the Depositor to the Grantor Trust Trustee of the Underlying Securities
for the benefit of the Grantor Trust Certificateholders.  Further, it
is not intended that any such conveyance be deemed to be a pledge of the
Underlying Securities by the Depositor to the Grantor Trust Trustee to secure a
debt or other obligation of the Depositor.  However, in the event that
the Underlying Securities are held to be property of the Depositor, or if for
any reason this Agreement is held or deemed to create a security interest in the
Underlying Securities, then it is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall
be deemed to be a grant by the Depositor to the Grantor Trust Trustee of a
security interest in all of the Depositor’s right (including the power to convey
title thereto), title and interest, whether now owned or hereafter acquired, in
and to (1) the Underlying Securities, (2) all amounts payable on the Underlying
Securities in accordance with the terms thereof and (3) any and all general
intangibles consisting of, arising from or relating to any of the foregoing, and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts from time to time held in the Certificate Account, whether in the
form of cash, instruments, securities or other property; (c) the possession by
the Grantor Trust Trustee or any agent of the Grantor Trust Trustee of such
items of property as constitute instruments, money, negotiable documents or
chattel paper shall be deemed to be “possession by the secured party,” or
possession by a purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction; 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 Grantor
Trust Trustee for the purpose of perfecting such security interest under
applicable law.  It is also intended that the Trust be classified for
federal income tax purposes as a grantor trust under Subpart E, part I of
subchapter J of chapter 1 of the Code, of which the Grantor Trust
Certificateholders are owners, rather than a partnership, an association taxable
as a corporation or a taxable mortgage pool.  The powers granted and
obligations undertaken in this Agreement shall be construed so as to further
such intent.

     

    The
Depositor and the Grantor Trust Trustee, at the Depositor’s or the Majority
Grantor Trust Certificateholders’ direction, shall, to the extent consistent
with this Agreement, take such reasonable actions as may be determined to be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Underlying Securities, and the other property described above,
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 this Agreement.

     

    Section
2.02. Acceptance of Trust Fund by
Grantor Trust Trustee; Initial Issuance of Grantor Trust
Certificates.

     

    The
Grantor Trust Trustee acknowledges receipt of the Underlying Agreement and the
receipt by it and the transfer, delivery and assignment to it of the Underlying
Securities, in good faith and without notice of any adverse claim, and the
assignment to it of all other assets included in the Trust Fund and declares
that it holds and will hold the Underlying Securities and all other assets
included in the Trust Fund in trust for the exclusive use and benefit of all
present and future Grantor Trust Certificateholders in accordance with the terms
of this Agreement.  Concurrently with such transfer, delivery and
assignment and in exchange therefor, pursuant to the written request of the
Depositor executed by an officer of the Depositor, the Grantor Trust Trustee has
executed and caused to be authenticated and delivered to or upon the order of
the Depositor, the Grantor Trust Certificates in authorized denominations
evidencing the entire beneficial ownership of the Trust Fund.

     

    Until the
Trust Fund is terminated in accordance with Section 7.01, except as provided
herein, the Grantor Trust Trustee shall not assign, sell, dispose of or transfer
any interest in the Underlying Securities or any other asset constituting the
Trust Fund or permit the Underlying Securities or any other asset constituting
the Trust Fund to be subjected to any lien, claim or encumbrance arising by,
through or under the Grantor Trust Trustee or any person claiming by, through or
under the Grantor Trust Trustee.

     

    Section
2.03. Representations and
Warranties of the Depositor and the Grantor Trust Trustee.

     

    (a) The
Depositor hereby represents and warrants to the Grantor Trust Trustee, and for
the benefit of the Grantor Trust Certificateholders, as of the Closing Date,
that:

     

    (i) The
Depositor is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and the Depositor is possessed of all
licenses necessary to carry on its business.

     

    (ii) The
execution and delivery of this Agreement by the Depositor, and the performance
and compliance with the terms of this Agreement by the Depositor, will not
violate the Depositor’s certificate of incorporation or bylaws or constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material agreement
or other instrument to which it is a party or which is applicable to it or any
of its assets.

     

    (iii) The
Depositor has the full right, power and authority to enter into and consummate
all transactions contemplated by this Agreement, including but not limited to
selling the Underlying Securities to the Grantor Trust Trustee, has duly
authorized the execution, delivery and performance of this Agreement, and has
duly executed and delivered this Agreement.

     

    (iv) This
Agreement, assuming due authorization, execution and delivery by the Grantor
Trust Trustee, constitutes a valid, legal and binding obligation of the
Depositor, enforceable against the Depositor in accordance with the terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights
generally, and (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.

     

    (v) The
Depositor is not in violation of, and its execution and delivery of this
Agreement and its performance and compliance with the terms of this Agreement
will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation is likely to affect
materially and adversely either the ability of the Depositor to perform its
obligations under this Agreement or the financial condition of the
Depositor.

     

    (vi) No
litigation is pending or, to the best of the Depositor’s knowledge, threatened
against the Depositor which, if determined adversely to the Depositor, would
prohibit the Depositor from entering into this Agreement or is likely to
materially and adversely affect either the ability of the Depositor to perform
its obligations under this Agreement or the financial condition of the
Depositor.

     

    (vii) The
Depositor was, immediately prior to the transfer of the Underlying Securities to
the Grantor Trust Trustee, the sole owner thereof free and clear of any lien,
pledge, charge or encumbrance of any kind (except any lien created by this
Agreement).

     

    (viii) The
Depositor acquired the Underlying Securities in good faith without notice of any
adverse claim, lien, charge, encumbrance or security interest (including without
limitation, federal tax liens or liens arising under ERISA).

     

    (ix) The
Depositor has not assigned any interest in the Underlying Securities or any
distributions thereon, except as contemplated herein.

     

    (x) The
Grantor Trust Trustee, will be entitled to distributions under the Underlying
Agreement equal to all distributions of interest and principal made on the
Underlying Securities.

     

    (xi) The
information relating to the Underlying Securities set forth in Schedule A is
true and correct in all material respects.

     

    (xii) The
Underlying Securities are registered on the books of the Depository in the name
of the Grantor Trust Trustee or its financial intermediary on behalf of the
Grantor Trust Trustee.

     

    (xiii) The
Underlying Securities are “regular interests” in a real estate mortgage
investment conduit within the meaning of Section 860G(a)(1) of the
Code.

     

    (xiv) The
Depositor has no actual knowledge after reasonable inquiry that any of the
Underlying Securities (1) were not validly issued by the underlying trust, (2)
are not outstanding, (3) are not the legal, valid, binding and enforceable
obligation of the underlying trust, and (4) are not entitled to the benefits of
the Underlying Agreement pursuant to which such Underlying Security was issued
(except as limited by bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors’ rights generally or to the extent that such
enforceability may be subject to the exercise of judicial discretion in
accordance with general equitable principles).

     

    (xv) The
information relating to the Underlying Securities set forth on Schedule A hereto
conforms to information set forth in the Prospectus dated June 28, 2007 and the
Prospectus Supplement dated September 17, 2007 for the Structured Asset Mortgage
Investments II Trust 2007-AR7 Class A-4 Certificates and the Structured Asset
Mortgage Investments II Trust 2007-AR7 Class III-A-2 Certificates.

     

    (b) The
Grantor Trust Trustee hereby represents and warrants to the Depositor and for
the benefit of the Grantor Trust Certificateholders, as of the Closing Date,
that:

     

    (i) The
Grantor Trust Trustee is a national banking association, duly organized and
validly existing under the laws of the United States of America.

     

    (ii) The
execution and delivery of this Agreement by the Grantor Trust Trustee, and the
performance and compliance with the terms of this Agreement by the Grantor Trust
Trustee, will not violate the Grantor Trust Trustee’s charter or bylaws or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is applicable to
it or any of its assets.

     

    (iii) The
Grantor Trust Trustee has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement.

     

    (iv) This
Agreement, assuming due authorization, execution and delivery by the Depositor,
constitutes a valid, legal and binding obligation of the Grantor Trust Trustee,
enforceable against the Grantor Trust Trustee in accordance with the terms
hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights
generally, and (B) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law.

     

    (v) The
Grantor Trust Trustee is not in violation of, and its execution and delivery of
this Agreement and its performance and compliance with the terms of this
Agreement will not constitute a violation of, any law, any order or decree of
any court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation is likely to
affect materially and adversely the ability of the Grantor Trust Trustee to
perform its obligations under this Agreement.

     

    (vi) No
litigation is pending or, to the best of the Grantor Trust Trustee’s knowledge,
threatened against the Grantor Trust Trustee which would prohibit the Grantor
Trust Trustee from entering into this Agreement or is likely to materially and
adversely affect the ability of the Grantor Trust Trustee to perform its
obligations under this Agreement.

     

    (vii) The
Underlying Securities will be held by the Grantor Trust Trustee through the
Depository or its nominee; it has acquired the Underlying Securities on behalf
of the Grantor Trust Certificateholders from the Depositor in good faith, for
value, and the Grantor Trust Trustee has not received notice of, and has no
actual knowledge of, any adverse claim, lien, charge, encumbrance or security
interest (including, without limitation, federal tax liens or liens arising
under ERISA); it has not and will not, in any capacity except as Grantor Trust
Trustee, on behalf of the Grantor Trust Certificateholders, assert any claim or
interest in the Underlying Securities and will hold the Underlying Securities
and the proceeds thereof in trust pursuant to the terms of this Agreement; and
it has not encumbered or transferred its right, title or interest in the
Underlying Securities.

     

    (c) It is
understood and agreed that the foregoing representations and warranties shall
survive the execution and delivery of this Agreement.  Upon discovery
by either party hereto of a breach of any of the foregoing representations and
warranties which materially and adversely affects the interests of the Grantor
Trust Certificateholders or either party hereto, the party discovering such
breach will give prompt written notice thereof to the other party hereto and to
the Grantor Trust Certificateholders.  Within thirty (30) days of the
earlier of either discovery by or notice to the Depositor of any breach of a
representation or warranty of the Depositor that materially and adversely
affects the interests of the Grantor Trust Certificateholders, the Depositor
shall use its best efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Depositor shall, at the election of the
Majority Grantor Trust Certificateholders, repurchase the Underlying Security
affected by the breach at the Repurchase Price.  If the Depositor is
to repurchase any Underlying Security, the Grantor Trust Trustee shall promptly
determine the Repurchase Price in accordance with the definition
thereof.  Repurchase of any Underlying Security pursuant to the
foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by
the Depositor in the Certificate Account on the Business Day prior to the next
succeeding Distribution Date of the amount of the Repurchase Price.

     

    Section
2.04. Grantor
Trust.  The Trust created hereby is intended to qualify as an
“investment trust” within the meaning of Treasury Regulation §301.7701-4(c), and
it is neither the purpose nor the intent of the parties hereto to create a
partnership, joint venture, taxable mortgage pool or association taxable as a
corporation between or among the Grantor Trust Certificateholders, the Grantor
Trust Trustee or the Depositor.  In furtherance of the foregoing, the
purpose of the Trust shall be to protect and conserve the assets of the Trust,
and the Trust shall not at any time engage in or carry on any kind of business
or any kind of commercial or investment activity.  Subject to the
foregoing, the Trust shall:

     

    (i) issue the
Grantor Trust Certificates to, or at the written direction of, the Depositor in
exchange for the Underlying Securities;

     

    (ii) perform
the activities of the Trust that are expressly set forth in this
Agreement;

     

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

     

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

     

    The Trust
is hereby authorized to engage in the foregoing activities. The Trust shall not
engage in any activity other than the foregoing or other than as required or
authorized by the terms of this Agreement while any Grantor Trust Certificate is
outstanding without the consent of all of the Grantor Trust Certificateholders;
provided, however, that in no event shall the Grantor Trust Trustee or any other
Person have any duty, responsibility or power to vary the investment of the
Grantor Trust Certificateholders in the Grantor Trust Certificates or to
substitute new investments or reinvest so as to enable the Trust to take
advantage of variations in the market to improve the investment of the Grantor
Trust Certificateholders in the Grantor Trust Certificates.

     

    ARTICLE
III


    ADMINISTRATION
OF THE UNDERLYING SECURITIES;

    PAYMENTS
AND REPORTS TO GRANTOR TRUST CERTIFICATEHOLDERS

     

    Section
3.01. Administration of the Trust
Fund and the Underlying Security.

     

    If at any
time the Grantor Trust Trustee, as a holder of the Underlying Securities, is
requested in such capacity, whether by a Grantor Trust Certificateholder, a
holder of a certificate of the Underlying Series or a party to the Underlying
Agreement or any other Person, to take any action or to give any consent,
approval or waiver, including, without limitation, in connection with an
amendment of the Underlying Agreement, the Grantor Trust Trustee shall promptly
notify all of the Holders of Grantor Trust Certificates and the Depositor of
such request and of its planned course of action with respect thereto and shall,
in its capacity as a holder of the Underlying Securities, take such action in
connection with the exercise and/or enforcement of any rights and/or remedies
available to it in such capacity with respect to such request, as the Majority
Grantor Trust Certificateholder of the Grantor Trust Certificates shall direct
in writing.

     

    Section
3.02. Collection of
Monies.

     

    (a) In
connection with its receipt of any distribution on the Underlying Securities on
any Underlying Security Distribution Date, the Grantor Trust Trustee shall
review the related Underlying Distribution Date Statement and shall confirm that
the aggregate amount of such distribution received by it with respect to the
Underlying Securities is consistent with the Underlying Distribution Date
Statements (it being understood that the Grantor Trust Trustee shall be entitled
to rely on the accuracy and correctness of the Underlying Distribution Date
Statements).

     

    (b) If the
Grantor Trust Trustee receives a Notice of Final Distribution in respect of any
Underlying Security, the Grantor Trust Trustee shall present and surrender the
related Underlying Security which is in certificated form for final payment
thereon, if required, in accordance with the terms and conditions of the
Underlying Agreement and such notice.  The Grantor Trust Trustee shall
promptly deposit in the Certificate Account the final distribution received upon
presentation and surrender of such Underlying Security for distribution in
accordance with Section 3.05 hereof on the next succeeding Distribution Date for
the Grantor Trust Certificates.

     

    Section
3.03. Establishment of the
Certificate Account; Deposits Therein.

     

    (a) The
Grantor Trust Trustee, for the benefit of the Grantor Trust Certificateholders,
shall establish and maintain one or more interest bearing trust accounts
(collectively, the “Certificate
Account”), each of which shall be an Eligible Account, entitled “Wells
Fargo Bank, N.A., as grantor trust trustee for the registered Holders of Bear
Stearns Structured Products Inc. Trust 2007-R3, Grantor Trust Certificates,
Series 2007-R3,” held in trust by the Grantor Trust Trustee for the benefit of
the Grantor Trust Certificateholders with respect to the portion of such
accounts in the Trust Fund.  The Grantor Trust Trustee shall cause to
be deposited directly into the Certificate Account all distributions received on
the Underlying Securities by the Grantor Trust Trustee, from whatever source,
and all amounts received by it representing payment of a Repurchase Price
pursuant to Section 2.03(c), subsequent to the Closing Date.  The
Certificate Account is initially located at the Grantor Trust
Trustee.  The Grantor Trust Trustee shall give notice to the Depositor
and to the Grantor Trust Certificateholders of any new location of the
Certificate Account prior to any change thereof.

     

    (b) In the
event that payments in respect of the Underlying Securities are received by the
Grantor Trust Trustee prior to the related Distribution Date, the Grantor Trust
Trustee may invest such funds deposited in the Certificate Account in one or
more Permitted Investments held in the name of the Grantor Trust Trustee and
shall receive as compensation, any interest or investment income earned on such
Permitted Investments, which may be withdrawn by the Grantor Trust Trustee on
each Distribution Date and shall not constitute Available Funds. Notwithstanding
the foregoing, no such Permitted Investment may mature later than such related
Distribution Date and no such investment shall be sold prior to its maturity
date. The amount of any losses incurred in respect of any such investments shall
be deposited in the Certificate Account by the Grantor Trust Trustee immediately
as realized out of its own funds.

     

    (c) The
Depositor shall cause all distributions received on the Underlying Securities by
the Depositor or any of its Affiliates after the Closing Date to be remitted
promptly to the Grantor Trust Trustee for deposit into the Certificate
Account.

     

    Section
3.04. Permitted Withdrawals From
the Certificate Account.

     

    The
Grantor Trust Trustee may from time to time withdraw funds from the Certificate
Account for the following purposes:

     

    (i) to make
distributions in the amounts and in the manner provided for in Section
3.05;

     

    (ii) to pay to
the Person entitled thereto any amount deposited in the Certificate Account in
error;

     

    (iii) to clear
and terminate the Certificate Account upon the termination of this Agreement;
and

     

    (iv) to pay
itself, as additional compensation, the net reinvestment income permitted to be
paid to it as provided in Section 3.03(b).

     

    On each
Distribution Date, the Grantor Trust Trustee shall withdraw all funds from the
Certificate Account and shall use such funds withdrawn from the Certificate
Account only for the purposes described in this Section 3.04 and in Section
3.05.

     

    Section
3.05. Distributions.

     

    (a) On each
Distribution Date, the Grantor Trust Trustee shall withdraw amounts from the
Certificate Account and the Reserve Account representing the Available Funds
and, if applicable, the Reserve Account Distribution Amount, for such
Distribution Date and apply them to pay the Grantor Trust Certificates in the
following manner and order of priority:

     

    (i) from
Available Funds received on the Underlying Securities, if any, and the Reserve
Account Distribution Amounts with respect to the first and second Distribution
Dates, to the Holders of the Class A-1 Grantor Trust Certificates, as a
distribution of interest, the Interest Distribution Amount for the Class A-1
Grantor Trust Certificates for such Distribution Date; and

     

    (ii) from
remaining Available Funds received on the Underlying Securities, if any, to the
Holders of the Class A-1 Grantor Trust Certificates, as distributions of
principal, until the Current Principal Amount of the Class A-1 Grantor Trust
Certificates has been reduced to zero.

     

    (b) With
respect to the second Distribution Date, the Reserve Account Deposit Portion B
remaining following distributions on such Distribution Date will be distributed
to the Class A-1 Grantor Trust Certificates on such Distribution Date as
interest.

     

    (c) All distributions made to Holders of the
Grantor Trust Certificates pursuant to Sections 3.05(a) and (b) on each
Distribution Date shall be allocated prorata among the
outstanding Grantor Trust Certificates based upon their respective Percentage
Interests and, except in the case of the final distribution to the Holders of
the Grantor Trust Certificates, shall be made to the Holders of record on the
related Record Date.  Distributions to any Grantor Trust
Certificateholder on any Distribution Date shall be made by wire transfer of
immediately available funds to the account of such Grantor Trust
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Grantor Trust Certificateholder shall have so notified the
Grantor Trust Trustee in writing (which wiring instructions may be in the form
of a standing order applicable to all future Distribution Dates) no less than
five (5) Business Days prior to the related Record Date (or, in the case of the
initial Distribution Date, no later than the related Record Date) and is the
registered owner of Grantor Trust Certificates with an aggregate initial Current
Principal Amount of not less than $1,000,000, or otherwise by check mailed by
first class mail to the address of such Grantor Trust Certificateholder
appearing in the Certificate Register.  Final distribution to each
Grantor Trust Certificateholder will be made in like manner, but only upon
presentment and surrender of such Grantor Trust Certificate at the Corporate
Trust Office or such other location specified in the notice to Grantor Trust
Certificateholders of such final distribution.

     

    (d) Notwithstanding
any other provision of this Agreement, the Grantor Trust Trustee shall comply
with all federal withholding requirements respecting payments to Grantor Trust
Certificateholders of interest or the accrual of discount that the Grantor Trust
Trustee reasonably believes are applicable under the Code.  The
consent of Grantor Trust Certificateholders shall not be required for such
withholding.  In the event the Grantor Trust Trustee does withhold any
amount from payments to any Grantor Trust Certificateholder pursuant to federal
withholding requirements, the Grantor Trust Trustee shall indicate the amount
withheld to such Grantor Trust Certificateholders.

     

    (e) Realized
Losses.  On any Distribution Date, following distributions to
be made on that Distribution Date, any Realized Losses (as defined in the
Underlying Agreement) allocated to the Underlying Securities shall be allocated
to the Class A-1 Grantor Trust Certificates, until the Current Principal Amount
thereof has been reduced to zero.  Realized Losses shall be allocated
prorata among the
outstanding Grantor Trust Certificates based upon their respective Percentage
Interests.

     

    Section
3.06. Statements to Grantor Trust
Certificateholders.

     

    On each
Distribution Date, the Grantor Trust Trustee shall prepare and make available to
each Grantor Trust Certificateholder, the Depositor and the Rating Agency, on
its website, a statement with respect to such Distribution Date,
stating:

     

    (i) the
Available Funds for such Distribution Date, including the cash flows received
and the sources thereof for distributions;

     

    (ii) the
Interest Distribution Amount and the Reserve Account Distribution Amount and the
portion thereof, if any, provided by the Yield Maintenance Agreement with
respect to the second Distribution Date only, and the amount with respect to
principal paid on the Grantor Trust Certificates with respect to such
Distribution Date;

     

    (iii) the
Current Principal Amount of the Grantor Trust Certificates before and after
applying payments on such Distribution Date;

     

    (iv) the
applicable record dates, accrual dates and actual Distribution Dates for the
period;

     

    (v) the
Pass-Through Rate on the Grantor Trust Certificates for such Distribution Date;
and

     

    (vi) the
interest rate on the Underlying Securities for such Distribution
Date.

     

    In the
case of the information furnished pursuant to clause (ii) above, the amounts
shall also be expressed as a dollar amount per $100,000 of principal face
amount.

     

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

     

    In
addition, the Grantor Trust Trustee promptly will furnish to the Depositor, and
upon the written request of a Grantor Trust Certificateholder, to such Grantor
Trust Certificateholder, copies of any written notices, statements, reports or
other written communications, received by the Grantor Trust Trustee in respect
of the Underlying Securities.

     

    The
Grantor Trust Trustee shall be responsible for preparing, at its own expense,
executing and filing in a timely manner, on behalf of the Trust Fund and for the
Trust Fund as a grantor trust under the Code, federal income tax and information
returns and reports with the Internal Revenue Service (“IRS”) and income tax and
information returns and reports of any other state or local taxing authority as
are required to be so filed, using a calendar year as the taxable year of the
Trust on an accrual basis including the information reportable under the WHFIT
Regulations as provided below. The Depositor and each Holder of the Grantor
Trust Certificates shall provide the Grantor Trust Trustee, no later than
December 31, 2007 (to the extent then ascertainable) and from time to time
thereafter, all information deemed necessary and requested by the Grantor Trust
Trustee to fulfill its obligations under this paragraph and the paragraphs
below. The Grantor Trust Trustee shall furnish to each Grantor Trust
Certificateholder at the time required by law such information reports or
returns as are required by applicable federal, state or local law with respect
to the Trust Fund to enable Grantor Trust Certificateholders to prepare their
tax returns and will furnish comparable information to the IRS and other taxing
authorities as and when required by law to do so.

     

    The
parties hereto and each Holder of a Grantor Trust Certificate, by acceptance of
its interest in such Grantor Trust Certificate, agree to treat the Trust Fund as
a WHFIT that is a NMWHFIT. The Grantor Trust Trustee shall report as required
under the WHFIT Regulations to the extent such information as is reasonably
necessary and requested by the Grantor Trust Trustee to enable the Grantor Trust
Trustee to do so is provided to the Grantor Trust Trustee on a timely
basis.  Each Holder of Grantor Trust Certificates and the Depositor
shall provide (to the extent known by the Depositor) the Grantor Trust Trustee
with information identifying any Holders of Grantor Trust Certificates that are
“middlemen” as defined by the WHFIT Regulations.  The Grantor Trust
Trustee shall not be liable for any tax reporting penalties that may arise under
the WHFIT Regulations as a result of the incorrect determination of the status
of the Trust Fund as a WHFIT.

     

    The
Grantor Trust Trustee, in its discretion, shall report required WHFIT
information using either the cash or accrual method, except to the extent the
WHFIT Regulations specifically require a different method.  The
Grantor Trust Trustee shall be under no obligation to determine whether a Holder
of a Grantor Trust Certificate uses the cash or accrual method.  The
Grantor Trust Trustee shall make available WHFIT information to the Holders of
Grantor Trust Certificates annually in accordance with the WHFIT
Regulations.  In addition, the Grantor Trust Trustee shall not be
responsible or liable for providing subsequently amended, revised or updated
information to any Holder of Grantor Trust Certificates, unless requested by any
such Holder.

     

    The
Grantor Trust Trustee shall not be liable for failure to meet the reporting
requirements of the WHFIT Regulations nor for any penalties thereunder if such
failure is due to: (i) the lack of reasonably necessary information being
provided to the Grantor Trust Trustee as required in the second preceding
paragraph, (ii) incomplete, inaccurate or untimely information being provided to
the Grantor Trust Trustee or (iii) the inability of the Grantor Trust Trustee,
after good faith efforts, to alter its existing information reporting systems to
capture information necessary to fully account for any updates and revisions to
the WHFIT Regulations for the 2007 calendar year.  Each Holder of a
Grantor Trust Certificate, by acceptance of its interest in such Grantor Trust
Certificate, shall be deemed to have agreed to provide, and shall so provide,
the Grantor Trust Trustee with information regarding any sale of such Grantor
Trust Certificate, including the price, amount of proceeds and date of
sale.  Absent receipt of such information, and unless informed
otherwise by the Depositor, the Grantor Trust Trustee will assume there is no
secondary market trading of interests in the Trust Fund for purposes of the
WHFIT Regulations.

     

    To the
extent required by the WHFIT Regulations, the Grantor Trust Trustee shall
publish on an appropriate website the CUSIPs for the Grantor Trust
Certificates.  The Grantor Trust Trustee shall make reasonable good
faith efforts to keep the website accurate and updated to the extent CUSIPs have
been received.  Absent the receipt of a CUSIP, the Grantor Trust
Trustee shall use a reasonable identifier number in lieu of such missing
CUSIP.  The Grantor Trust Trustee shall not be liable for investor
reporting delays that result from the receipt of inaccurate or untimely CUSIP
information.

     

    The
Grantor Trust Trustee shall be entitled to additional reasonable compensation
for changes in reporting required in respect of the WHFIT Regulations that arise
as a result of a change in the WHFIT Regulations or a change in interpretation
of the WHFIT Regulations by the IRS or the Depositor or its counsel, in each
case, following the Closing Date, if such change requires, in the Grantor Trust
Trustee’s sole discretion, a material increase in the Grantor Trust Trustee’s
reporting obligations under the WHFIT Regulations in respect of the Trust
Fund.

     

    Section
3.07. Access to Certain
Documentation and Information.

     

    The
Grantor Trust Trustee shall provide to the Depositor access to all reports,
documents and records maintained by the Grantor Trust Trustee in respect of its
duties hereunder, such access being afforded without charge but only upon three
(3) Business Days’ written request and during normal business hours at offices
designated by the Grantor Trust Trustee.

     

    Section
3.08. Calculation of Distribution
Amounts.

     

    All
calculations of Available Funds, the Interest Distribution Amount, the Reserve
Account Distribution Amount and amounts payable with respect to principal for
any Distribution Date shall be performed by the Grantor Trust Trustee in
reliance on the information provided to it in the Underlying Distribution Date
Statements.

     

    Section
3.09. Annual Statement as to
Compliance.

     

    (a) The
Grantor Trust Trustee shall deliver (or otherwise make available) to the
Depositor not later than March 15th of each calendar year in which a Form 10-K
is required to be filed for the Trust beginning in 2008, an Officer’s
Certificate (an “Annual Statement of Compliance”) stating, as to the signatory
thereof, that (i) a review of the activities of the Grantor Trust Trustee 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, the Grantor Trust Trustee has fulfilled all of
its obligations under this Agreement in all material respects throughout such
year or applicable portion thereof, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known
to such officer and the nature and status of the cure provisions
thereof.  Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use.

     

    (b) Failure
of the Grantor Trust Trustee to comply with this Section 3.09 (including with
respect to the timeframes required in this Section) which failure results in a
failure to timely file the related Form 10-K, shall, upon written notice from
the Depositor, constitute a default, and, in addition to whatever rights the
Depositor may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, the Depositor may upon
notice immediately terminate all of the rights and obligations of the Grantor
Trust Trustee under this Agreement and in and to the Underlying Securities and
the proceeds thereof without compensating the Grantor Trust Trustee for the same
(but subject to the Grantor Trust Trustee’s right to reimbursement of all
amounts for which it is entitled to be reimbursed prior to the date of
termination).  This paragraph shall supersede any other provision in
this Agreement or any other agreement to the contrary.

     

    Section
3.10. Assessments of Compliance
and Attestation Reports.

     

    Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB,
the Grantor Trust Trustee (the “Attesting Party”) shall deliver (or otherwise
make available) to the Depositor on or before March 15th of each calendar year
in which a report on Form 10-K is required to be filed with the Commission with
respect to the Grantor Trust Certificates, beginning in 2008, a report regarding
the Attesting Party’s assessment of compliance (an “Assessment of Compliance”)
with the Servicing Criteria applicable to it during the preceding calendar
year.  The Assessment of Compliance, as set forth in Regulation AB,
must contain the following:

     

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

     

    (b)           
A statement by an authorized officer that the Attesting Party used the Servicing
Criteria identified in Exhibit C hereto to assess compliance with the Servicing
Criteria applicable to the Attesting Party;

     

    (c)           
An assessment by such officer of the 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 the Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the Attesting Party, that are backed by
the same asset type as those backing the Underlying Securities;

     

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

     

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

     

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

     

    On or
before March 15th of each calendar year in which a report on Form 10-K is
required to be filed with the Commission with respect to the Grantor Trust
Certificates, beginning in 2008, the Attesting Party shall furnish to the
Depositor a report (an “Attestation Report”) by a registered public accounting
firm that attests to, and reports on, the Assessment of Compliance made by the
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.

     

    Each
party to the Underlying Series that is determined by the Depositor to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB will be required to provide to the Grantor Trust Trustee and the
Depositor an assessment of compliance and attestation report pursuant to the
Underlying Agreement. The Depositor, in its capacity as depositor for the
Underlying Series, shall forward any assessment of compliance and attestation
report to the Grantor Trust Trustee to the extent not otherwise received by the
Grantor Trust Trustee (pursuant to the Underlying Agreement in its capacity as
master servicer and securities administrator of the Underlying Series) and any
other assessment of compliance and attestation report required to be filed under
the related Form 10-K no later than two Business Days following March 15th in any
calendar year in which a Form 10-K is required to be filed by the Trust. The
Depositor will identify in writing by no later than January 30th of each
year for which a Form 10-K is required to be filed for the Trust and provide any
assessment of compliance and attestation report to the Grantor Trust Trustee
required to be included in any Form 10-K to the extent not otherwise received by
the Grantor Trust Trustee as set forth in the previous sentence and cause such
assessment of compliance and attestation reports that are required to be
included in such Form 10-K to be incorporated by reference.

     

    The
Depositor shall confirm that each Assessment of Compliance delivered to it
addresses all of the relevant Servicing Criteria and notify the Grantor Trust
Trustee of any exceptions. Notwithstanding the foregoing, as to any
subcontractor, 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.

     

    Failure
of the Grantor Trust Trustee to comply with this Section 3.10 (including with
respect to the timeframes required in this Section) which failure results in a
failure to timely file the related Form 10-K, shall, upon written notice from
the Depositor, constitute a default and the Depositor shall, in addition to
whatever rights the Depositor may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Grantor Trust
Trustee under this Agreement and in and to the Underlying Securities and the
proceeds thereof without compensating the Grantor Trust Trustee for the same
(but subject to the Grantor Trust Trustee’s right to reimbursement of all
amounts for which it is entitled to be reimbursed prior to the date of
termination).  This paragraph shall supersede any other provision in
this Agreement or any other agreement to the contrary.

     

    Section
3.11. Reports Filed with
Securities and Exchange Commission.

     

    (a)           
(i) (A) Within 15 days after each Distribution Date, for so long as the Trust is
subject to Exchange Act reporting requirements, the Grantor Trust Trustee shall,
in accordance with industry standards, prepare and file with the Commission via
the Electronic Data Gathering and Retrieval System (“EDGAR”), a Distribution
Report on Form 10-D, signed by the Depositor, with a copy of the monthly
statement to be furnished by the Grantor Trust Trustee to the Grantor Trust
Certificateholders for such Distribution Date pursuant to Section 3.06 hereof,
including any monthly statement with respect to the Underlying Series, and the
Depositor shall incorporate by reference the related monthly statement included
in the Form 10-D filed for the Underlying Series; provided that, the Grantor
Trust Trustee shall have received no later than five (5) calendar days after the
related Distribution Date, all information required to be provided to the
Grantor Trust Trustee as described in clause (a)(iv) below.  Any
disclosure that is in addition to the monthly statement and that is required to
be included on Form 10-D, including any information that is otherwise required
to be provided or incorporated by reference as instructed by the Depositor
(“Additional Form 10-D Disclosure”), shall be, pursuant to the paragraph (B)
below, reported by the parties set forth on Exhibit D to the Grantor Trust
Trustee, or otherwise provided by the Depositor with respect to any information
required to be provided pursuant to Item 1117 or Item 1119 of Regulation AB, and
the Depositor and approved for inclusion by the Depositor. The Grantor Trust
Trustee will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure absent such reporting (other than in
the case where the Grantor Trust Trustee is the reporting party as set forth in
Exhibit D) and approval.

     

    Notwithstanding
anything in this Agreement or the Underlying Agreement to the contrary, the
Grantor Trust Trustee, as master servicer and securities administrator for the
Underlying Series, shall aggregate and make available to the Depositor all
information provided pursuant to Item 1121 of Regulation AB with respect to the
Underlying Series for purposes of including such information in each Form 10-D
that is required to be filed under this Agreement.

     

    (B)
Within five (5) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit D and the parties related to the Underlying Series
and required to provide information pursuant to the Underlying Agreement shall
be required to provide, pursuant to Section 3.11(a)(iv) below, to the Grantor
Trust Trustee and the Depositor, to the extent known by a responsible officer
thereof, in EDGAR-compatible format, or in such other form as otherwise agreed
upon by the Grantor Trust Trustee and the Depositor and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable and (ii) the
Depositor shall 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. To
the extent not otherwise required under the Underlying Agreement, the Depositor
shall provide to the Grantor Trust Trustee any Additional Form 10-D Disclosure
(other than any information required under Item 1121 of Regulation AB) for any
servicer or trustee of the Underlying Series. The Depositor shall be responsible
for any reasonable fees and expenses assessed or incurred by the Grantor Trust
Trustee in connection with including any Form 10-D Disclosure Information on
Form 10-D pursuant to this Section.

     

    (C) After
preparing the Form 10-D, the Grantor Trust Trustee shall forward electronically
a copy of the Form 10-D to the Depositor for review.  Within two (2)
Business Days after receipt of such copy, but no later than the 12th calendar
day after the Distribution Date (provided that, the Grantor Trust Trustee
forwards a copy of the Form 10-D no later than the 10th calendar after the
Distribution Date), the Depositor shall notify the Grantor Trust Trustee in
writing (which may be furnished electronically) of any changes to or approval of
such Form 10-D.  In the absence of receipt of any written changes or
approval, the Grantor Trust Trustee shall be entitled to assume that such Form
10-D is in final form and the Grantor Trust Trustee may proceed with the filing
of the Form 10-D.  No later than the 13th calendar day after the
related Distribution Date, a duly authorized officer of the Depositor 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 Grantor
Trust Trustee.  If a Form 10-D cannot be filed on time or if a
previously filed Form 10-D needs to be amended, the Grantor Trust Trustee shall
follow the procedures set forth in Section 3.11(a)(v). Promptly (but no later
than one (1) Business Day) after filing with the Commission, the Grantor Trust
Trustee shall make available on its internet website a final executed copy of
each Form 10-D filed by the Grantor Trust Trustee.  The parties to
this Agreement acknowledge that the performance by the Grantor Trust Trustee of
its duties under Sections 3.11(a)(i) and (v) related to the timely preparation,
execution and filing of Form 10-D is contingent upon such parties strictly
observing all applicable deadlines in the performance of their duties under such
Sections. The Grantor Trust Trustee shall not have any liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare and timely file such Form 10-D, where such failure results from the
Grantor Trust Trustee’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 10-D, not resulting from its own negligence, bad faith or
willful misconduct.

     

    Each of
Form 10-D and 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 hereby represents to the Grantor Trust Trustee that the Depositor has
filed all such required reports during the preceding twelve (12) months and it
has been subject to such filing requirements for the past 90
days.  The Depositor shall notify the Grantor Trust 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 and no later than March
15th
with respect to the filing of a report on Form 10-K, if the answer to the
questions should be “no.”  The Grantor Trust Trustee shall be entitled
to rely on such representations in preparing, executing and/or filing any such
report.

     

    (ii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), for so long as
the Trust is subject to Exchange Act reporting requirements, the Grantor Trust
Trustee shall prepare and file, at the direction of the Depositor, on behalf of
the Trust, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall prepare and file the initial Form 8-K in connection with the
issuance of the Grantor Trust Certificates.  Any disclosure or
information related to a Reportable Event or that is otherwise required to be
included on Form 8-K, including information as otherwise required to be provided
or incorporated by reference as instructed by the Depositor (“Form 8-K
Disclosure Information”), shall be, pursuant to the paragraph immediately below,
reported by the parties set forth on Exhibit D and the parties related to the
Underlying Series pursuant to the Underlying Agreement to the Grantor Trust
Trustee and the Depositor and approved by the Depositor, and the Grantor Trust
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 in
the case where the Grantor Trust Trustee is the reporting party as set forth in
Exhibit D) and approval. To the extent not otherwise required under the
Underlying Agreement, the Depositor shall provide to the Grantor Trust Trustee,
by no later than the second (2nd)
Business Day after the Reportable Event, any Additional Form 8-K Disclosure for
any servicer or trustee of the Underlying Series required to be filed on Form
8-K.

     

    (B) For
so long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business New York City time on the second (2nd)
Business Day after the occurrence of a Reportable Event  (i) the
parties set forth in Exhibit D and parties related to the Underlying Series and
required to provide information pursuant to the Underlying Agreement shall be
required pursuant to Section 3.11(a)(iv) below to provide to the Grantor Trust
Trustee and the Depositor, to the extent known by a responsible officer thereof,
in EDGAR-compatible format, or in such other form as otherwise agreed upon by
the Grantor Trust Trustee and the Depositor and such party, the form and
substance of any Form 8-K Disclosure Information, if applicable, and (ii) the
Depositor shall approve, as to form and substance, or disapprove, as the case
may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The
Depositor shall be responsible for any reasonable fees and expenses assessed or
incurred by the Grantor Trust 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 Grantor Trust Trustee shall forward electronically a
copy of the Form 8-K to the Depositor for review no later than noon New York
time on the third (3rd)
Business Day after the Reportable Event.  No later than the close of
business New York City time on the third (3rd)
Business Day after the Reportable Event, a duly authorized officer of the
Depositor 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 Grantor Trust Trustee.  Promptly, but no later than the
close of business on the 3rd Business Day after the Reportable Event, the
Depositor shall notify the Grantor Trust Trustee in writing (which may be
furnished electronically) of any changes to or approval of such Form 8-K filed
by the Grantor Trust Trustee.  In the absence of receipt of any
written changes or approval, the Grantor Trust Trustee shall be entitled to
assume that such Form 8-K is in final form and the Grantor Trust Trustee may
proceed with the filing of the Form 8-K.  If a Form 8-K cannot be
filed on time or if a previously filed Form 8-K needs to be amended, the Grantor
Trust Trustee shall follow the procedures set forth in Section 3.11(a)(v).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Grantor Trust Trustee shall make available on its internet
website a final executed copy of each Form 8-K filed by the Grantor Trust
Trustee.  The parties to this Agreement acknowledge that the
performance by the Grantor Trust Trustee of its duties under this Section
3.11(a)(ii) related to the timely preparation, execution and filing of Form 8-K
is contingent upon such parties strictly observing all applicable deadlines in
the performance of their duties under this Section 3.11(a)(ii).  The
Grantor Trust Trustee shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from the Grantor
Trust Trustee’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or
willful misconduct.

     

    (iii) (A)
Within 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in March 2008 and thereafter so long as the Trust is
subject to Exchange Act reporting requirements, the Grantor Trust 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 a
Sarbanes-Oxley Certification as described in Section 3.11 (a)(iii)(D) below to
the extent it has been delivered to the Grantor Trust Trustee within the
applicable time frame set forth in this Agreement. Any disclosure or information
in addition to information described in the preceding sentence that is required
to be included on Form 10-K, including the Form 10-K filed in connection with
the Underlying Series (“Additional Form 10-K Disclosure”) shall be, pursuant to
paragraph (B) below, reported by the parties set forth on Exhibit D and parties
related to the Underlying Series and required to provide information pursuant to
the Underlying Agreement to the Grantor Trust Trustee and the Depositor and
approved by the Depositor, and the Grantor Trust Trustee will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure absent such reporting (other than in the case where the Grantor
Trust Trustee is the reporting party as set forth in Exhibit D) and approval.
Such Form 10-K also shall incorporate by reference the Form 10-Ks filed with
respect to the Underlying Series.

     

    Notwithstanding
anything in this Agreement or the Underlying Agreement to the contrary, the
Grantor Trustee shall aggregate all information provided by the parties related
to the Underlying Series pursuant to the Underlying Agreement or as otherwise
required to be provided by the Depositor or incorporated by reference as
instructed by the Depositor, to the Depositor or the Grantor Trust Trustee, and
shall include such information in any Form 10-K filed pursuant to this Agreement
to the extent such information is required to be included in such Form 10-K and
is received by the Grantor Trust Trustee.

     

    (B) No
later than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2008, (i) the parties set forth in Exhibit
D and parties related to the Underlying Series and required to provide
information pursuant to the Underlying Agreement shall be required to provide
pursuant to Section 3.11(a)(iv) below or the Underlying Agreement to the Grantor
Trust Trustee and the Depositor, to the extent known by a responsible officer
thereof, in EDGAR-compatible format, or in such other form as otherwise agreed
upon by the Grantor Trust 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.  To the extent not otherwise required under the Underlying
Agreement, the Depositor shall provide to the Grantor Trust Trustee, by no later
than two Business Days after the date specified above, any Additional Form 10-K
Disclosure for any Servicer of the Underlying Series. The Depositor shall be
responsible for any reasonable fees and expenses assessed or incurred by the
Grantor Trust Trustee in connection with including any Form 10-K Disclosure
information on Form 10-K pursuant to this Section.

     

    (C) After
preparing the Form 10-K, the Grantor Trust Trustee shall forward electronically
a copy of the Form 10-K to the Depositor for review.  Within three (3)
Business Days after receipt of such copy, but no later than March 25th of such
year, the Depositor shall notify the Grantor Trust Trustee in writing (which may
be furnished electronically) of any changes to or approval of such Form
10-K.  In the absence of receipt of any written changes or approval,
the Grantor Trust Trustee shall be entitled to assume that such Form 10-K is in
final form and the Grantor Trust Trustee may proceed with the filing of the Form
10-K.  No later than the close of business New York City time on the
4th Business Day prior to the 10-K Filing Deadline, a senior officer of the
Depositor 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 Grantor Trust Trustee.  If a Form 10-K cannot be filed on
time or if a previously filed Form 10-K needs to be amended, the Grantor Trust
Trustee will follow the procedures set forth in Section
3.11(a)(v).  Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Grantor Trust Trustee shall make available on
its internet website a final executed copy of each Form 10-K filed by the
Grantor Trust Trustee.  The parties to this Agreement acknowledge that
the performance by the Grantor Trust Trustee of its duties under Sections
3.11(a)(iii) and (v) related to the timely preparation, execution and filing of
Form 10-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under such Sections and Section
3.09 and Section 3.10.  The Grantor Trust Trustee shall not have any
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, execute and/or timely file such Form 10-K,
where such failure results from the Grantor Trust Trustee’s inability or failure
to receive, on a timely basis, any information from any other party hereto
needed to prepare, arrange for execution or file such Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.

     

    (D) Each
Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”)
required to be included therewith in compliance with Item 601(b)(31)(ii) of
Regulation S-K, which shall be signed by the Certifying Person and delivered to
the Grantor Trust Trustee no later than March 15th of each year in which the
Trust is subject to the reporting requirements of the Exchange
Act.  The Grantor Trust Trustee shall provide to the Depositor, as the
Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), by
March 10th of each year in which the Trust is subject to the reporting
requirements of the Exchange Act and otherwise within a reasonable period of
time upon request, a certification (a “Back-Up Certification”), in the form
attached hereto as Exhibit B, 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.  A senior officer of the
Depositor shall serve as the Certifying Person on behalf of the
Trust.

     

    (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 and the Underlying Series, the Grantor
Trust 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 D as the responsible party for providing that information,
if other than the Grantor Trust Trustee, or from the parties to the Underlying
Series and the Depositor, as and when required as described in Section
3.11(a)(i) through (iii) above.  Such Additional Disclosure shall be
accompanied by a notice substantially in the form of Exhibit E.  Each
of the Sponsor, the Grantor Trust Trustee and the Depositor hereby agrees to
notify and provide to the extent known to the Sponsor, the Grantor Trust Trustee
and the Depositor all Additional Disclosure relating to the Trust Fund, with
respect to which such party is indicated in Exhibit E as the responsible party
for providing that information. Within five Business Days of each Distribution
Date of each year that the Trust is subject to the Exchange Act reporting
requirements, the Depositor shall make available to the Grantor Trust Trustee
the Significance Estimate and the Grantor Trust Trustee shall use such
information to calculate the Significance Percentage. The Grantor Trust 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 Grantor Trust Trustee shall deliver written notification to
the Depositor and the Yield Maintenance Agreement Counterparty to that effect,
which notification shall include a request that the Yield Maintenance Agreement
Counterparty provide Regulation AB information to the Depositor in accordance
with the Yield Maintenance Agreement.  The Depositor shall be
obligated to obtain from the Yield Maintenance Agreement Counterparty any
information required under Regulation AB to the extent required under the Yield
Maintenance Agreement and to provide to the Grantor Trust Trustee any
information that may be required to be included in any Form 10-D, Form 8-K or
Form 10-K relating to the Yield Maintenance Agreement Counterparty or written
notification instructing the Grantor Trust Trustee that such Additional
Disclosure regarding the Yield Maintenance Agreement Counterparty is not
necessary for such Distribution Date. The Depositor shall be responsible for any
reasonable fees and expenses assessed or incurred by the Grantor Trust Trustee
in connection with including any Additional Disclosure information pursuant to
this Section.

     

    So long
as the Depositor is subject to the reporting requirements of the Exchange Act
with respect to the Trust Fund, the Grantor Trust Trustee shall notify the
Depositor of any bankruptcy or receivership with respect to the Grantor Trust
Trustee or of any proceedings of the type described under Item 1117 of
Regulation AB that have occurred as of the related Due Period, together with a
description thereof, no later than the date on which such information is
required of other parties hereto as set forth under this Section
3.11.  In addition, the Grantor Trust Trustee shall notify the
Depositor of any affiliations or relationships that develop after the Closing
Date between the Grantor Trust Trustee and the Depositor or the Sponsor of the
type described under Item 1119 of Regulation AB, together with a description
thereof, no later than the date on which such information is required of other
parties hereto as set forth under this Section 3.11. Should the identification
of any of the Depositor or the Sponsor change, the Depositor shall promptly
notify the Grantor Trust Trustee.

     

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

     

    (B) In
the event that the Grantor Trust Trustee is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required to
be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement or for any other reason, the Grantor Trust Trustee shall promptly
notify the Depositor.  In the case of Form 10-D and 10-K, the
Depositor and the Grantor Trust Trustee shall cooperate to prepare and file a
Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the
Exchange Act.  In the case of Form 8-K, the Grantor Trust Trustee
will, upon receipt of all required Form 8-K Disclosure Information and upon the
approval and direction of the Depositor, include such disclosure information on
the next Form 10-D.  In the event that any previously filed Form 8-K,
10-D or 10-K needs to be amended, and such amendment relates to any Additional
Disclosure, the Grantor Trust Trustee shall notify the Depositor and the parties
affected thereby and such parties will cooperate to prepare any necessary Form
8-K/A, 10-DA or 10-KA.  Any Form 15, Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K shall be signed by a duly authorized officer of the
Depositor.  The parties hereto acknowledge that the performance by the
Depositor and the Grantor Trust Trustee of their respective duties under this
Section 3.11(a)(v) related to the timely preparation, execution and filing of
Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
upon the Depositor timely performing its duties under this
Section.  The Grantor Trust Trustee shall not have any liability for
any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare, execute and/or timely file any such Form 15, Form 12b-25 or
any amendments to Form 8-K, 10-D or 10-K, where such failure results from the
Grantor Trust Trustee’s inability or failure to receive, on a timely basis, any
information from any other party hereto or to the Underlying Series needed to
prepare, arrange for execution or file such Form 15, Form 12b-25 or any
amendments to Form 8-K, 10-D or 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

     

    The
Depositor agrees to promptly furnish to the Grantor Trust Trustee, from time to
time upon request, such further information, reports and financial statements
within its control related to this Agreement and the Underlying Securities as
the Grantor Trust Trustee reasonably deems appropriate to prepare and file all
necessary reports with the Commission. The Grantor Trust Trustee shall have no
responsibility to file any items other than those specified in this Section
3.11; provided, however, the Grantor Trust Trustee shall cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Exchange Act.  Fees
and expenses incurred by the Grantor Trust Trustee in connection with this
Section 3.11 shall not be reimbursable from the Trust Fund.

     

    (b)           
The Grantor Trust Trustee shall indemnify and hold harmless the Depositor and
each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Grantor Trust Trustee’s obligations under Sections 3.09,
3.10 and 3.11 or the Grantor Trust Trustee’s negligence, bad faith or willful
misconduct in connection therewith. In addition, the Grantor Trust Trustee shall
indemnify and hold harmless the Depositor and each of its respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Back-Up Certification, any Annual Statement of Compliance, any Assessment of
Compliance or any Additional Disclosure provided by the Grantor Trust Trustee on
its behalf pursuant to Section 3.09, 3.10 or 3.11 (the “Grantor Trust Trustee
Information”), or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading;
provided, by way of clarification, that this paragraph shall be construed solely
by reference to the Grantor Trust Trustee Information and not to any other
information communicated in connection with the Grantor Trust Certificates,
without regard to whether the Grantor Trust Trustee Information or any portion
thereof is presented together with or separately from such other
information.

     

    The
Depositor shall indemnify and hold harmless the Grantor Trust 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 a
breach of the obligations of the Depositor under Sections 3.09, 3.10 and 3.11 or
the Depositor’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Depositor shall indemnify and hold harmless the
Grantor Trust Trustee and each of its respective officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any Additional Disclosure
provided by the Depositor that is required to be filed pursuant to this Section
3.11 (the “Depositor Information”), or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading; provided, by way of clarification, that this paragraph shall be
construed solely by reference to the Depositor Information that is required to
be filed and not to any other information communicated in connection with the
Grantor Trust Certificates, without regard to whether the Depositor Information
or any portion thereof is presented together with or separately from such other
information.

     

    If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor or the Grantor Trust Trustee, as applicable, then the
defaulting party, in connection with any conduct for which it is providing
indemnification under this Section 3.11(b), agrees that it shall contribute to
the amount paid or payable by the other parties as a result of the losses,
claims, damages or liabilities of the other party in such proportion as is
appropriate to reflect the relative fault and the relative benefit of the
respective parties.

     

    The
indemnification provisions set forth in this Section 3.11(b) shall survive the
termination of this Agreement or the termination of any party to this
Agreement.

     

    (c)           
Failure of the Grantor Trust Trustee to comply with this Section 3.11 (including
with respect to the time frames required in this Section) which failure results
in a failure to timely file the related Form 10-K, shall, upon written notice
from the Depositor, constitute a default and the Depositor shall, in addition to
whatever rights it may have under this Agreement and at law or equity or to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Grantor Trust
Trustee under this Agreement and in and to the Underlying Securities and the
proceeds thereof without compensating the Grantor Trust Trustee for the same
(but subject to the Grantor Trust Trustee’s right to reimbursement of all
amounts for which it is entitled to be reimbursed prior to the date of
termination).  This paragraph shall supersede any other provision in
this Agreement or any other agreement to the contrary. In connection with the
termination of the Grantor Trust Trustee pursuant to this Section 3.11(c), the
Grantor Trust Trustee shall be entitled to reimbursement of all costs and
expenses associated with such termination.  Notwithstanding anything
to the contrary in this Agreement, no default by the Grantor Trust Trustee shall
have occurred with respect to any failure to properly prepare and/or timely file
any report on Form 8-K, Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or
any amendments to Form 8-K, 10-D or 10-K, where such failure results from the
Grantor Trust Trustee’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file any such report, Form or amendment, and does not result from its own
negligence, bad faith or willful misconduct.

     

    (d)           
This Section 3.11 may be amended without the consent of the Grantor Trust
Certificateholders.

     

    (e)           
Any report, notice or notification to be delivered by the Grantor Trust Trustee
to the Depositor pursuant to this Section 3.11, may be delivered via email to
RegABNotifications@bear.com or, in the case of a notification, telephonically by
calling Reg AB Compliance Manager at (212) 272-7525.

     

    Section
3.12. Reserve Account.

     

    (a)  No later
than the Closing Date, the Grantor Trust Trustee shall establish and maintain a
segregated trust account or a sub-account of a trust account entitled the
“Reserve Account”. The Reserve Account shall be an Eligible Account. On the
Closing Date, the Grantor Trust Trustee shall, promptly upon receipt, deposit in
the Reserve Account and retain therein the Reserve Account Deposit remitted on
the Closing Date to the Grantor Trust Trustee by the Sponsor. On the Closing
Date, the Reserve Account shall also include the right to receive the Additional
Amount that has been agreed by the Sponsor to be paid to the Trust. Funds
deposited in the Reserve Account shall be held in trust by the Grantor Trust
Trustee for the Grantor Trust Certificateholders for the uses and purposes set
forth herein. On the Closing Date, the portion of the Reserve Account Deposit
initially included in the Reserve Account Deposit Portion A on such date may be
invested in Permitted Investments that mature no later than the first
Distribution Date, and the portion of the Reserve Account Deposit initially
included in the Reserve Account Deposit Portion B on such date may be invested
in Permitted Investments that mature no later than the second Distribution Date,
in each case as directed by the Depositor. Any remaining Reserve Account Deposit
Portion A following the first Distribution Date shall remain uninvested. All
income and gain realized from investment of the Reserve Account Deposit or
portions thereof, which investment shall be made solely upon the written
direction of the Depositor, shall be for the sole and exclusive benefit of the
Grantor Trust Certificateholders and shall be included in the Reserve Account
Distribution Amount related to the first and second Distribution Dates. If no
written direction with respect to such investment is received by the Grantor
Trust Trustee from the Depositor on the Closing Date, then funds in the Reserve
Account shall remain uninvested.  Pursuant to Section 3.13, the
Grantor Trust Trustee shall also deposit into the Reserve Account any Additional
Amount, if any, received pursuant to the Yield Maintenance Agreement for
inclusion in the Reserve Account Distribution Amount for the second Distribution
Date.

     

    (b)  The
amounts on deposit in the Reserve Account shall be specifically allocated as
provided in this Agreement to cover related Interest Distribution Amounts for
the Grantor Trust Certificates with respect to the first two Distribution Dates
following the Closing Date. On each of the first two Distribution Dates, the
Grantor Trust Trustee shall withdraw from the Reserve Account the Reserve
Account Distribution Amount for such Distribution Date and include such amount
in the Available Funds for that Distribution Date and distribute such amount to
the Grantor Trust Certificateholders in accordance with Section 3.05. To the
extent the Reserve Account Deposit Portion B is insufficient to cover the
Interest Distribution Amount on the second Distribution Date, the Additional
Amount received pursuant to the Yield Maintenance Agreement shall be used to
cover such amount. On the second Distribution Date, any remaining Reserve
Account Deposit Portion B following distributions on the second Distribution
Date shall be distributed to the Grantor Trust Certificateholders as provided in
Section 3.05(b). Any payments to the Grantor Trust Certificateholders in respect
of interest pursuant to this subsection shall not be payments with respect to a
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of
the Code represented by the Underlying Securities.

     

    Section
3.13. The Yield Maintenance
Agreement.

     

    On the
Closing Date, the Sponsor has agreed to cause the Additional Amount to be paid
to the Trust. The Grantor Trust Trustee shall enter into the Yield Maintenance
Agreement on or before the second Distribution Date to evidence such right to
receive Additional Amounts. Pursuant to the Yield Maintenance Agreement, the
Yield Maintenance Agreement Counterparty shall remit to the Grantor Trust
Trustee the Additional Amount. The Grantor Trust Trustee shall demand payment of
all money payable by the Yield Maintenance Agreement Counterparty under the
Yield Maintenance Agreement. The Grantor Trust Trustee shall deposit in the
Reserve Account all payments received from the Yield Maintenance Agreement
Counterparty pursuant to the Yield Maintenance Agreement for inclusion in the
Reserve Account Distribution Amount to be distributed to the Grantor Trust
Certificateholders on the second Distribution Date in accordance with Section
3.05(a).

     

    In the
event that the Yield Maintenance Agreement Counterparty fails to perform any of
its obligations under the Yield Maintenance 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 any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Yield Maintenance Agreement) occurs with respect to the
Yield Maintenance Agreement, the Grantor Trust Trustee shall, promptly following
actual notice of such failure, breach or event, notify the Depositor and send
any notices and make any demands, on behalf of the Trust, required to enforce
the rights of the Trust under the Yield Maintenance Agreement.

     

    In the
event that the Yield Maintenance Agreement Counterparty’s obligations are
guaranteed by a third party under a guaranty relating to the Yield Maintenance
Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”),
then to the extent that the Yield Maintenance Agreement Counterparty fails to
make any payment by the close of business on the day it is required to make
payment under the terms of the Yield Maintenance Agreement, the Grantor Trust
Trustee shall, promptly following actual notice of the Yield Maintenance
Agreement Counterparty’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 Yield Maintenance Agreement Counterparty or the
Depositor shall promptly provide the Grantor Trust Trustee with a copy of such
Guaranty; provided, that the Grantor Trust Trustee shall in no event be liable
for any failure or delay in the performance by the Yield Maintenance Agreement
Counterparty or any Guarantor of its obligations hereunder or pursuant to the
Yield Maintenance 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.

     

    ARTICLE
IV

     

    THE
GRANTOR TRUST CERTIFICATES

     

    Section
4.01. The Grantor Trust
Certificates.

     

    (a) The
Depository, the Depositor and the Grantor Trust Trustee have entered into a
letter agreement dated as of October 24, 2007 (the “Depository
Agreement”).  Except as provided in Subsection 4.01(b), the Grantor
Trust Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times:  (i) registration of such
Grantor Trust Certificates may not be transferred by the Grantor Trust Trustee
except to a successor to the Depository; (ii) ownership and transfers of
registration of such Grantor Trust Certificates on the books of the Depository
shall be governed by applicable rules established by the Depository; (iii) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants; (iv) the Grantor Trust Trustee shall deal with the
Depository as representative of the Grantor Trust Certificate Owners for
purposes of exercising the rights of Grantor Trust Certificateholders under this
Agreement, and requests and directions for and votes of such representative
shall not be deemed to be inconsistent if they are made with respect to
different Grantor Trust Certificate Owners; and (v) the Grantor Trust Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants.

     

    All
transfers by Grantor Trust Certificate Owners of Grantor Trust Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Grantor Trust Certificate
Owners. Each Depository Participant shall only transfer Grantor Trust
Certificates of Grantor Trust Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository’s normal
procedures.

     

    (b) If (i)(A)
the Depositor advises the Grantor Trust Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Grantor Trust Trustee or the Depositor is unable to
locate a qualified successor within 30 days or (ii) after the occurrence and
continuation of a default hereunder, the Grantor Trust Certificate Owners of not
less than 51% of the Percentage Interests of the Grantor Trust Certificates
advise the Grantor Trust Trustee and the Depository in writing through the
depository participants that the continuation of a book-entry system with
respect to the Grantor Trust Certificates through the Depository (or its
successor) is no longer in the best interests of the Grantor Trust Certificate
Owners, then the Grantor Trust Trustee shall request that the Depository notify
all Grantor Trust Certificate Owners of the occurrence of any such event and of
the availability of definitive, fully registered Grantor Trust Certificates (the
“Definitive Grantor Trust Certificates”) to Grantor Trust Certificate Owners
requesting the same.  Upon surrender to the Grantor Trust Trustee of
the Grantor Trust Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Grantor Trust Trustee
shall issue the Definitive Grantor Trust Certificates.  Neither the
Depositor nor the Grantor Trust Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions.

     

    (c) The
Grantor Trust Certificates shall be substantially in the form set forth in
Exhibit A hereto.  The Grantor Trust Certificates shall be executed by
manual signature on behalf of the Grantor Trust Trustee in its capacity as
Grantor Trust Trustee hereunder by an authorized officer.  Grantor
Trust Certificates bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Grantor Trust Trustee shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Grantor Trust
Certificates or did not hold such offices at the date of such Grantor Trust
Certificates.  No Grantor Trust Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there appears
on such Grantor Trust Certificate a certificate of authentication substantially
in the form provided for herein executed by the Grantor Trust Trustee by manual
signature, and such certificate upon any Grantor Trust Certificate shall be
conclusive evidence, and the only evidence, that such Grantor Trust Certificate
has been duly authenticated and delivered hereunder.  All Grantor
Trust Certificates shall be dated the date of their authentication.

     

    Pending
the preparation of Definitive Grantor Trust Certificates, the Grantor Trust
Trustee may sign and authenticate temporary Grantor Trust Certificates that are
printed, lithographed or typewritten, in authorized denominations for Grantor
Trust Certificates, substantially of the tenor of the Definitive Grantor Trust
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers or
authorized signatories executing such Grantor Trust Certificates may determine,
as evidenced by their execution of such Grantor Trust
Certificates.  If temporary Grantor Trust Certificates are issued, the
Depositor will cause Definitive Grantor Trust Certificates to be prepared
without unreasonable delay.  After the preparation of Definitive
Grantor Trust Certificates, the temporary Grantor Trust Certificates shall be
exchangeable for Definitive Grantor Trust Certificates upon surrender of the
temporary Grantor Trust Certificates at the office of the Grantor Trust Trustee,
without charge to the Holder.  Upon surrender for cancellation of any
one or more temporary Certificates, the Grantor Trust Trustee shall sign and the
Certificate Registrar shall authenticate and deliver in exchange therefor a like
aggregate principal amount, in authorized denominations, of Definitive Grantor
Trust Certificates.  Until so exchanged, such temporary Grantor Trust
Certificates shall in all respects be entitled to the same benefits as
Definitive Grantor Trust Certificates.

     

    Each of
the Grantor Trust Certificates will be initially registered as a single Grantor
Trust Certificate held by a nominee of the Depository, and beneficial interests
will be held by investors through the book-entry facilities of the Depository in
minimum denominations of $100,000 and increments of $1 in excess
thereof.  The Grantor Trust Certificates shall be issued in the
aggregate dollar denominations as set forth in the following table:

     

    
      	
              
                Class 

              

            	 	
              
                Current Principal
      Amount 

              

            
	
              A-1

              
              

            	 	 	
              $                      
      24,759,000.00

            


    

     

    


    Section
4.02. Registration of Transfer and
Exchange of Grantor Trust Certificates.

     

    (a) At all
times during the term of this Agreement, the Grantor Trust Trustee shall
maintain at its Corporate Trust Office a register (the “Certificate Register”)
in which, subject to such reasonable regulations as the Grantor Trust Trustee
may prescribe, the Certificate Register shall provide for the registration of
Grantor Trust Certificates and of transfers and exchanges of Grantor Trust
Certificates as herein provided.  The Depositor shall have the right
to inspect the Certificate Register or to obtain a copy thereof at all
reasonable times, and to rely conclusively upon a certificate of the Grantor
Trust Trustee as to the information set forth in the Certificate
Register.

     

    The
Depositor and every Grantor Trust Certificateholder and Grantor Trust
Certificate Owner, by receiving and holding a Grantor Trust Certificate or an
interest therein,  agrees with the Grantor Trust Trustee that the
Grantor Trust Trustee shall not be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Grantor Trust
Certificateholders hereunder, regardless of the source from which such
information was derived.

     

    (b) Subject
to the preceding subsection, upon surrender for registration of transfer of any
Grantor Trust Certificate at the Corporate Trust Office of the Grantor Trust
Trustee, the Grantor Trust Trustee shall execute, authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Grantor
Trust Certificates of a like aggregate Percentage Interest.

     

    (c) At the
option of any Holder, its Grantor Trust Certificates may be exchanged for other
Grantor Trust Certificates of authorized denominations of a like aggregate
Percentage Interest, upon surrender of the Grantor Trust Certificates to be
exchanged at the Corporate Trust Office of the Grantor Trust
Trustee.  Whenever any Grantor Trust Certificates are so surrendered
for exchange, the Grantor Trust Trustee shall execute, authenticate and deliver
the Grantor Trust Certificates which the Grantor Trust Certificateholder making
the exchange is entitled to receive.

     

    (d) Every
Grantor Trust Certificate presented or surrendered for transfer or exchange
shall (if so required by the Grantor Trust Trustee) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Grantor Trust Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing, and shall further be accompanied by the information
required to be provided to the Grantor Trust Trustee for WHFIT reporting
purposes pursuant to Section 3.06 hereof, including the status of the proposed
transferee as a “middleman” as defined by the WHFIT Regulations and, in the case
of a transfer pursuant to a sale, the price, the amount of proceeds and the date
of sale of such Grantor Trust Certificate or interest therein.

     

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

     

    (f) All
Grantor Trust Certificates surrendered for transfer and exchange shall be
destroyed by the Grantor Trust Trustee without liability on its
part.

     

    Section
4.03. Mutilated, Destroyed, Lost
or Stolen Grantor Trust Certificates.

     

    If (i)
any mutilated Grantor Trust Certificate is surrendered to the Grantor Trust
Trustee, or the Grantor Trust Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Grantor Trust Certificate, and (ii)
(except in the case of a mutilated Grantor Trust Certificate) there is delivered
to the Grantor Trust Trustee such agreement, security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Grantor Trust Trustee that such Grantor Trust Certificate has been
acquired by a bona fide purchaser, the Grantor Trust Trustee shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Grantor Trust Certificate, a new Grantor Trust
Certificate of like tenor and Percentage Interest but bearing a number not
contemporaneously outstanding.  Upon the issuance of any new Grantor
Trust Certificate under this Section, the Grantor Trust Trustee may require the
payment by the Grantor Trust Certificateholder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation
thereto.  Any duplicate Grantor Trust Certificate issued pursuant to
this Section shall constitute complete and indefeasible evidence of ownership in
the Trust Fund, as if originally issued, whether or not the lost, stolen or
destroyed Grantor Trust Certificate shall be found at any time.

     

    Section
4.04. Persons Deemed
Owners.

     

    Prior to
due presentment of a Grantor Trust Certificate for registration of transfer, the
Depositor, the Grantor Trust Trustee and any agent of the Depositor or the
Grantor Trust Trustee may treat the Person in whose name any Grantor Trust
Certificate is registered as the owner of such Grantor Trust Certificate for the
purpose of receiving distributions pursuant to Section 3.05 and for all other
purposes whatsoever, and none of the Depositor, the Grantor Trust Trustee, or
any agent of the Depositor or the Grantor Trust Trustee shall be affected by
notice to the contrary.

     

    ARTICLE
V


    THE
GRANTOR TRUST TRUSTEE

     

    Section
5.01. Duties of Grantor Trust
Trustee.

     

    (a)  Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be
furnished to the Grantor Trust Trustee pursuant to any provision of this
Agreement, the Grantor Trust Trustee shall examine them to determine whether
they are in the form required by this Agreement and the Underlying Agreement;
provided, however, that the Grantor Trust Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished hereunder; provided,
further, that the Grantor Trust Trustee shall not be responsible for the
accuracy or verification of any calculation provided to it pursuant to this
Agreement. The Grantor Trust Trustee shall notify the Grantor Trust
Certificateholders and the Rating Agency of any such documents which do not
materially conform to the requirements of this Agreement in the event that the
Grantor Trust Trustee, after so requesting of the party required to deliver the
same, does not receive satisfactorily corrected documents or a satisfactory
explanation regarding any such nonconformities.

     

    The
Grantor Trust Trustee shall forward or cause to be forwarded or make available,
as applicable, in a timely fashion the notices, reports and statements required
to be forwarded by the Grantor Trust Trustee pursuant to Sections 3.01, 3.02,
3.06 and 7.01.

     

    (b) No
provision of this Agreement shall be construed to relieve the Grantor Trust
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

     

    (i) The
duties and obligations of the Grantor Trust Trustee shall be determined solely
by the express provisions of this Agreement, the Grantor Trust Trustee shall not
be liable except for the performance of its duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Grantor Trust Trustee and, in the
absence of bad faith on the part of the Grantor Trust Trustee, the Grantor Trust
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 Grantor Trust Trustee and conforming to the requirements of
this Agreement;

     

    (ii) The
Grantor Trust 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 Grantor Trust Trustee unless it shall be proved that the Grantor
Trust Trustee was negligent in ascertaining the pertinent facts;

     

    (iii) The
Grantor Trust 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
direction of the Majority Grantor Trust Certificateholders in accordance with
the terms of this Agreement, as to the time, method and place of conducting any
proceeding for any remedy available to the Grantor Trust Trustee, or exercising
any trust or other power conferred upon the Grantor Trust Trustee under this
Agreement;

     

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

     

    (v) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Grantor
Trust 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
Grantor Trust Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action;

     

    (vi) Neither
the Depositor nor the Grantor Trust 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;

     

    (vii) The
Grantor Trust 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;
provided that this provision shall not be deemed to abrogate the
responsibilities undertaken by the Grantor Trust Trustee hereunder to perform
routine administrative duties in accordance with the terms of this
Agreement;

     

    (viii) The
Grantor Trust Trustee shall not be deemed to have notice of any fact or
circumstance upon the occurrence of which it may be required to take action
hereunder unless a Responsible Officer of the Grantor Trust Trustee has actual
knowledge of such event, fact or circumstance or unless written notice of any
such event is received by the Grantor Trust Trustee at its Corporate Trust
Office;

     

    (ix) No
provision in this Agreement shall require the Grantor Trust Trustee to expend or
risk its own funds or otherwise incur any personal financial liability in the
performance of any of its duties as Grantor Trust Trustee hereunder, or in the
exercise of any of its rights or powers, if the Grantor Trust Trustee shall have
reasonable grounds for believing that repayment of funds or adequate indemnity
against such risk or liability is not reasonably assured to it; provided that
this provision shall not be deemed to abrogate the responsibilities undertaken
by the Grantor Trust Trustee hereunder to perform routine administrative duties
in accordance with the terms hereof; and

     

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

     

    The
Grantor Trust Trustee is hereby directed to execute and deliver the Yield
Maintenance Agreement on behalf of Party B (as defined therein) and to exercise
the rights, perform the obligations, and make the representations of Party B
thereunder, solely in its capacity as Grantor Trust Trustee on behalf of Party B
(as defined therein) and not in its individual capacity.

     

    The
Sponsor, the Depositor and the Grantor Trust Certificateholders (by acceptance
of their Grantor Trust Certificates) acknowledge and agree that:

     

    (i) the
Grantor Trust Trustee shall execute and deliver the Yield Maintenance Agreement
on behalf of Party B (as defined therein), and

     

    (ii) the
Grantor Trust Trustee shall exercise the rights, perform the obligations, and
make the representations of Party B thereunder, solely in its capacity as
Grantor Trust Trustee on behalf of Party B (as defined therein) and not in its
individual capacity.

     

    Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Grantor Trust Trustee shall apply to the
Grantor Trust Trustee’s  execution  of the Yield Maintenance
Agreement, and the performance of its duties and satisfaction of its obligations
thereunder.

     

    Section
5.02. Certain Matters Affecting
the Grantor Trust Trustee.

     

    Except as
otherwise provided in Section 5.01:

     

    (i) The
Grantor Trust Trustee may rely and shall be protected in acting or refraining
from acting in reliance on any resolution, Officer’s Certificate, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

     

    (ii) The
Grantor Trust 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
Grantor Trust 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 Grantor Trust Certificateholders, pursuant to the provisions of this
Agreement, unless such Grantor Trust Certificateholders shall have offered to
the Grantor Trust Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;

     

    (iv) The
Grantor Trust 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
Grantor Trust 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, but the Grantor Trust Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Grantor Trust Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to the extent reasonable under the
circumstances to examine the books, records and premises of such Person,
personally or by agent or attorney;

     

    (vi) The
Grantor Trust Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and shall not be liable for the default or misconduct of any such
agents or attorneys if selected with reasonable care; and

     

    (vii) The right
of the Grantor Trust Trustee to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and the Grantor Trust Trustee shall
not be accountable for other than its negligence or willful misconduct in the
performance of any such act.

     

    Section
5.03. Grantor Trust Trustee Not
Liable for Grantor Trust Certificates or Underlying
Securities.

     

    The
recitals contained herein and in the Grantor Trust Certificates (other than the
statements attributed to, and the representations and warranties of, the Grantor
Trust Trustee in Article II and the signature and countersignature of the
Certificate Registrar on the Grantor Trust Certificates) shall be taken as the
statements of the Depositor, and the Grantor Trust Trustee shall not have any
responsibility for their correctness. The Grantor Trust Trustee does not makes
any representation as to the validity or sufficiency of this Agreement (other
than as specifically set forth in Section 2.03(b)) or of the Grantor Trust
Certificates (other than that the Grantor Trust Certificates shall be duly and
validly executed and authenticated by it) or of the Underlying Securities or any
related document.  Except as otherwise provided herein, the Grantor
Trust Trustee shall not be accountable for the use or application by the
Depositor of any of the Grantor Trust Certificates or of the proceeds of such
Grantor Trust Certificates, or for the use or application of any funds paid to
the Depositor in respect of the assignment and delivery of the Underlying
Securities.

     

    Section
5.04. Grantor Trust Trustee May
Own Grantor Trust Certificates.

     

    The
Grantor Trust Trustee in its individual capacity or in any capacity other than
as Grantor Trust Trustee hereunder may become the owner or pledgee of any
Grantor Trust Certificates with the same rights it would have if it were not
Grantor Trust Trustee and may otherwise deal with the parties
hereto.

     

    Section
5.05. Grantor Trust Trustee’s Fees
and Expenses.

     

    (a) The
Grantor Trust Trustee shall be reimbursed for all expenses and fees incurred in
connection with this agreement by Bear Stearns.

     

    (b) The
Grantor Trust Trustee and any director, officer, employee or agent of the
Grantor Trust Trustee shall be entitled to be indemnified and held harmless by
Bear Stearns against any loss, liability or expense (including, without
limitation, costs and expenses of litigation, and of investigation, counsel fees
and expenses, damages, judgments, amounts paid in settlement and out-of-pocket
expenses) arising out of, or incurred in connection with this Agreement, the
Underlying Agreement, the Underlying Securities and the Grantor Trust
Certificates, the exercise and performance of any of the powers and duties of
the Grantor Trust Trustee hereunder or thereunder; provided that neither the
Grantor Trust Trustee nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 5.05(b) for any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of the Grantor Trust Trustee’s obligations and
duties hereunder, or by reason of reckless disregard of such obligations or
duties.

     

    The
provisions of this Section 5.05 shall survive any resignation or removal of the
Grantor Trust Trustee and appointment of a successor Grantor Trust
Trustee.

     

    Section
5.06. Eligibility Requirements for
Grantor Trust Trustee.

     

    The
Grantor Trust Trustee and any successor Grantor Trust Trustee shall during the
entire duration of this Agreement be a state bank or trust company or a national
banking association organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital, and surplus and undivided profits of at
least $50,000,000 (or shall be a member of a bank holding system, the combined
capital and surplus of which is at least $50,000,000) and subject to supervision
or examination by federal or state authority. If the Grantor Trust 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 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.  The
Grantor Trust Trustee shall at all times meet the requirements of Section
26(a)(1) of the Investment Company Act and shall in no event be an Affiliate of
the Depositor or of any Person involved in the organization or operation of the
Depositor.   In case at any time the Grantor Trust Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Grantor Trust Trustee shall resign immediately in the manner and with the effect
specified in Section 5.07.

     

    Section
5.07. Resignation and Removal of
the Grantor Trust Trustee.

     

    (a) The
Grantor Trust Trustee may at any time resign and be discharged from the Trust
hereby created by giving written notice thereof to the Depositor and the Grantor
Trust Certificateholders. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Grantor Trust Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
each of the resigning Grantor Trust Trustee and the successor Grantor Trust
Trustee. If no successor Grantor Trust Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Grantor Trust Trustee may petition any court of
competent jurisdiction for the appointment of a successor Grantor Trust
Trustee.

     

    (b) If at any
time the Grantor Trust Trustee shall cease to be eligible in accordance with the
provisions of Section 5.06 and shall fail to resign after written request
therefor by the Depositor or the Majority Grantor Trust Certificateholders, or
if at any time the Grantor Trust Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Grantor Trust
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Grantor Trust Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Depositor
shall promptly remove the Grantor Trust Trustee and appoint a successor Grantor
Trust Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to each of the Grantor Trust Trustee so removed and one copy
to the successor Grantor Trust Trustee.

     

    (c) Majority
Grantor Trust Certificateholders may at any time remove the Grantor Trust
Trustee and appoint a successor Grantor Trust Trustee by written instrument or
instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, the Grantor Trust Trustee so removed and the successor so
appointed.  A copy of such instrument shall be delivered to the
Grantor Trust Certificateholders by the Depositor.  All reasonable
out-of-pocket costs and expenses incurred in connection with such removal and
replacement of the Grantor Trust Trustee, including without limitation,
reasonable attorneys fees and expenses, shall be borne by the party requesting
such action.

     

    (d) No
resignation or removal of the Grantor Trust Trustee and appointment of a
successor Grantor Trust Trustee pursuant to any of the provisions of this
Section shall become effective except upon appointment of and acceptance of such
appointment by the successor Grantor Trust Trustee as provided in Section 5.08
and (ii) no entity may be appointed as a successor Grantor Trust Trustee if such
appointment would result in a withdrawal or downgrading of any then current
rating assigned to the Grantor Trust Certificates by the Rating
Agency.

     

    Section
5.08. Successor Grantor Trust
Trustee.

     

    (a) Any
successor Grantor Trust Trustee appointed as provided in Section 5.07 shall
execute, acknowledge and deliver to the Depositor, the Grantor Trust
Certificateholders and to its predecessor Grantor Trust Trustee an instrument
accepting such appointment hereunder. The resignation or removal of the
predecessor Grantor Trust Trustee shall then become effective and such successor
Grantor Trust Trustee, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Grantor Trust
Trustee o herein.  The predecessor Grantor Trust Trustee shall after
payment of its outstanding fees and expenses promptly deliver to the successor
Grantor Trust Trustee the Underlying Securities and related documents and
statements held by it hereunder, and the Depositor and the predecessor Grantor
Trust Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for more fully and certainly vesting and
confirming in the successor Grantor Trust Trustee all such rights, powers,
duties and obligations.

     

    (b) No
successor Grantor Trust Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Grantor Trust
Trustee shall be eligible under the provisions of Section 5.06.

     

    (c) Upon
acceptance of appointment by a successor Grantor Trust Trustee as provided in
this Section, the successor Grantor Trust Trustee shall mail notice of the
succession of such Grantor Trust Trustee hereunder to all Grantor Trust
Certificateholders at their addresses as shown in the Certificate Register and
to the Rating Agency.  The Depositor shall cause such notice to be
mailed at the expense of the Depositor.

     

    (d) Notwithstanding
anything in this Agreement or the Underlying Agreement to the contrary, in the
event that the paying agent for the Underlying Series resigns or is terminated,
the Grantor Trust Trustee (if it was such paying agent) shall resign as Grantor
Trust Trustee under this Agreement and the Depositor may appoint the successor
paying agent as the successor to the Grantor Trust Trustee
hereunder.

     

    Section
5.09. Merger or Consolidation of
Grantor Trust Trustee.

     

    Any state
bank or trust company or national banking association into which the Grantor
Trust Trustee may be merged or converted or with which it may be consolidated or
any state bank or trust company or national banking association resulting from
any merger, conversion or consolidation to which the Grantor Trust Trustee shall
be a party, or any state bank or trust company or national banking association
succeeding to all or substantially all of the corporate trust business of the
Grantor Trust Trustee shall be the successor of the Grantor Trust Trustee
hereunder, provided such state bank or trust company or national banking
association shall be eligible under the provisions of Section 5.06. Such
succession shall be valid without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.  The Grantor Trust Trustee shall mail notice
of any such merger or consolidation to the Depositor and to the Grantor Trust
Certificateholders at their address as shown in the Certificate
Register.

     

    Section
5.10. Appointment of Co-Grantor
Trust Trustee or Separate Grantor Trust Trustee.

     

    (a) Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust or property
constituting the same may at the time be located, the Depositor and the Grantor
Trust Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Grantor Trust
Trustee and the Depositor to act as co-Grantor Trust Trustee or co-Grantor Trust
Trustees, jointly with the Grantor Trust Trustee, or separate Grantor Trust
Trustee or separate Grantor Trust Trustees, of all or any part of the Trust, and
to vest in such Person or Persons, in such capacity, such title to the Trust, or
any part thereof, and, subject to the other provisions of this Section 5.10,
such powers, duties, obligations, rights and trusts as the Depositor and the
Grantor Trust Trustee may consider necessary or desirable.  No
co-Grantor Trust Trustee or separate Grantor Trust Trustee hereunder shall be
required to meet the terms of eligibility as a successor Grantor Trust Trustee
under Section 5.06 hereunder; provided, that if the co-Grantor Trust Trustee or
separate Grantor Trust Trustee does not meet such eligibility standards, the
Grantor Trust Trustee shall remain liable for its actions hereunder, and no
notice to Grantor Trust Certificateholders of the appointment of co-Grantor
Trust Trustee(s) or separate Grantor Trust Trustee(s) shall be required under
Section 5.08 hereof.

     

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

     

    (c) In the
case of any appointment of a co-Grantor Trust Trustee or separate Grantor Trust
Trustee pursuant to this Section 5.10, all rights, powers, duties and
obligations conferred or imposed upon the Grantor Trust Trustee and required to
be conferred on such co-Grantor Trust Trustee shall be conferred or imposed upon
and exercised or performed jointly by the Grantor Trust Trustee and such
separate Grantor Trust Trustee or co-Grantor Trust Trustee jointly, except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed (whether as Grantor Trust Trustee hereunder or as
successor to the Master Servicer hereunder), the Grantor Trust 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 by such separate Grantor Trust Trustee or co-Grantor Trust Trustee
at the direction of the Grantor Trust Trustee.

     

    (d) Any notice, request or other writing
given to the Grantor Trust Trustee shall be deemed to have been given to each of
the then separate Grantor Trust Trustees and co-Grantor Trust Trustees, as
effectively as if given to each of them. Every instrument appointing any separate
Grantor Trust Trustee or co-Grantor Trust Trustee shall refer to this Agreement
and the conditions of this Article V. Each separate Grantor Trust Trustee and
co-Grantor Trust 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 Grantor Trust 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 Grantor Trust Trustee.
Every such instrument shall
be filed with the Grantor Trust Trustee.

     

    (e) To the
extent not prohibited by law, any separate Grantor Trust Trustee or co-Grantor
Trust Trustee may, at any time, request the Grantor Trust Trustee, its agent or
attorney-in-fact, with full power and authority, to do any lawful act under or
with respect to this Agreement on its behalf and in its name.  If any
separate Grantor Trust Trustee or co-Grantor Trust 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 Grantor Trust
Trustee, to the extent permitted by law, without the appointment of a new or
successor Grantor Trust Trustee.

     

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

     

    ARTICLE
VI


     

    THE
DEPOSITOR

     

    Section
6.01. Liability of the
Depositor.

     

    The
Depositor shall be liable in accordance herewith only to the extent of the
respective obligations specifically imposed upon and undertaken by the Depositor
herein.

     

    Section
6.02. Merger, Consolidation or
Conversion of the Depositor.

     

    Subject
to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction 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 and the Grantor Trust Certificates and to
perform its duties under this Agreement.

     

    The
Depositor may be merged or consolidated with or into any Person, or transfer all
or substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor shall be a
party, or any Person succeeding to the business of the Depositor, shall be the
successor of the Depositor 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.

     

    Section
6.03. Limitation on Liability of
the Depositor and Others.

     

    Neither
the Depositor nor any of the directors, officers, employees or agents of the
Depositor shall be under any liability to the Trust Fund or the Grantor Trust
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this
provision shall not protect the Depositor or any such other Person against any
breach of a representation or warranty made herein, or against any expense or
liability specifically required to be borne thereby pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of obligations
or duties hereunder, or by reason of reckless disregard of such obligations and
duties.  The Depositor and any director, officer, employee or agent of
the Depositor may rely in good faith on any document of any kind which, primafacie, is properly
executed and submitted by any Person respecting any matters arising
hereunder.  Provided that such action is not related to its
representations made in or its duties under this Agreement, the Depositor shall
not be under any obligation to appear in, prosecute or defend any action or
proceeding unless such action in its opinion does not involve it in any expense
or liability.

     

    ARTICLE
VII


    TERMINATION

     

    Section
7.01. Termination.

     

    (a) The
respective obligations and responsibilities of the Depositor and the Grantor
Trust Trustee created hereby with respect to the Trust Fund (other than the
obligation to make certain payments and to send certain notices to the Grantor
Trust Certificateholders as hereinafter set forth) shall terminate upon the
later of (i) the making of the final payment on or other liquidation of the
Underlying Securities and (ii) the payment to the Grantor Trust
Certificateholders of all amounts required to be paid to them pursuant to this
Agreement; provided, however, that in no
event shall the Trust Fund created hereby continue beyond the expiration of
twenty-one years from the death of the last survivor of the descendants of
Joseph P. Kennedy, the late ambassador of the United States to the Court of St.
James’s, living on the date hereof.

     

    (b) The
Grantor Trust Trustee shall, in accordance with Section 8.05, give a Notice of
Final Distribution to the Holders, the Depositor and the Rating Agency as soon
as practicable of the Distribution Date on which the Grantor Trust Trustee
anticipates that the final distribution will be made on the Grantor Trust
Certificates, which notice shall:

     

    (i) specify
the Distribution Date on which the final distribution is anticipated to be made
to such Holders;

     

    (ii) specify
the amount of any such final distribution, if known; and

     

    (iii) state
that the final distribution to such Holders will be made only upon presentment
and surrender of their Grantor Trust Certificates at the office of the Grantor
Trust Trustee therein specified.

     

    If the
payment on the Grantor Trust Certificates is not made on the anticipated
Distribution Date for any reason, the Grantor Trust Trustee shall promptly mail
notice thereof to each such Holder, the Depositor and to the Rating
Agency.

     

    (c) Upon
presentment and surrender of the Grantor Trust Certificates by the Holders of
the Grantor Trust Certificates on the Final Distribution Date, the Grantor Trust
Trustee shall distribute to such Grantor Trust Certificateholders the amounts
otherwise distributable to them on such Distribution Date pursuant to Section
3.05(a).  Any funds not distributed on a Final Distribution Date
because of the failure of any Grantor Trust Certificateholders to tender their
Grantor Trust Certificates shall be set aside and held in trust for the account
of the appropriate non-tendering Grantor Trust Certificateholders, and the Trust
Fund shall terminate.  If any Grantor Trust Certificates as to which
Notice of Final Distribution has been given pursuant to this Section 7.01 shall
not have been surrendered for cancellation within six months after the time
specified in such notice, the Grantor Trust Trustee shall mail a second notice
to the remaining Grantor Trust Certificateholders, at their last addresses shown
in the Certificate Register, to surrender their Grantor Trust Certificates for
cancellation in order to receive, from such funds held, the final distribution
with respect thereto.  If within one year after the second notice any
Grantor Trust Certificate shall not have been surrendered for cancellation, the
Grantor Trust Trustee shall directly or through an agent, take reasonable steps
to contact the remaining Grantor Trust Certificateholders concerning surrender
of their Grantor Trust Certificates. The costs and expenses of maintaining such
funds and of contacting Grantor Trust Certificateholders shall be paid out of
the assets of the Trust Fund.  If within two years after the second
notice any Grantor Trust Certificates shall not have been surrendered for
cancellation, the Grantor Trust Trustee shall segregate all amounts
distributable to the Holders thereof and shall thereafter hold such amounts for
the benefit of such Holders. No interest shall accrue or be payable to any
Grantor Trust Certificateholder on any amount held as a result of such Grantor
Trust Certificateholder’s failure to surrender its Grantor Trust Certificate(s)
for final payment thereof in accordance with this Section 7.01.

     

    ARTICLE
VII

     

    MISCELLANEOUS
PROVISIONS

     

    Section
8.01. Amendment.

     

    (a) This
Agreement may be amended from time to time by the Depositor,
the  Grantor Trust Trustee, without the prior consent of any Grantor
Trust Certificateholder:

     

    (i) to cure
any ambiguity;

     

    (ii) to
correct or supplement any provisions herein, which may be inconsistent with any
other provisions herein;

     

    (iii) to conform to the language in the Prospectus
Supplement;

     

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

     

    (v) to make
any other provisions with respect to matters or questions arising under this
Agreement which shall not be materially inconsistent with the existing
provisions of this Agreement; and

     

    (vi) to make
such modifications as may be permitted or required hereunder in connection with
a repurchase of any Underlying Security pursuant to Section 2.03(c)
hereof;

     

    provided
that such amendment shall not, as evidenced by an Opinion of Counsel delivered
to the Grantor Trust Trustee or a letter from the Rating Agency confirming that
such amendment shall not result in a downgrade or withdrawal of a rating on any
of the Grantor Trust Certificates (in each case, the expense of which shall be
paid for by the Depositor), adversely affect in any material respect the
interests of any Grantor Trust Certificateholder.

     

    (b) This
Agreement may also be amended from time to time by the Depositor and the Grantor
Trust Trustee with the prior written consent of the Majority Grantor Trust
Certificateholder 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 Grantor Trust Certificateholders; provided, however, that no such
amendment shall:

     

    (i) reduce in
any manner the amount of, or delay the timing of, payments which are required to
be distributed on any Grantor Trust Certificate without the consent of the
Holder of such Grantor Trust Certificate; or

     

    (ii) modify
the provisions of this Section 8.01 without the consent of the Holders of all
Grantor Trust Certificates.

     

    Notwithstanding
any other provision of this Agreement, for the purposes of the giving or
withholding of consents pursuant to this Section 8.01(b), Grantor Trust
Certificates registered in the name of, or held for the benefit of, the
Depositor or any Affiliate thereof shall be entitled to vote their Percentage
Interests with respect to matters affecting such Grantor Trust
Certificates.

     

    (c) Promptly
after the execution of any such amendment the Grantor Trust Trustee shall
furnish written notification of the substance of such amendment to each Grantor
Trust Certificateholder.  It shall not be necessary for the consent of
the Grantor Trust Certificateholders under this Section 8.01 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
the Grantor Trust Certificateholders shall be subject to such reasonable
regulations as the Grantor Trust Trustee may prescribe.

     

    (d) Notwithstanding
any contrary provision of this Agreement, the Grantor Trust Trustee shall not
consent to any amendment to this Agreement unless it shall have first received
an Opinion of Counsel (at the expense of the party seeking such amendment) to
the effect that such amendment or the exercise of any power granted to the
Depositor or the Grantor Trust Trustee in accordance with such amendment (i) is
authorized or permitted by the Agreement and (ii) will not result in the
imposition of a tax on the Trust or cause the Trust to fail to be classified as
a grantor trust under subpart E, part I of subchapter J of chapter 1 of the
Code.

     

    Section
8.02. Counterparts.

     

    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
8.03. Limitation on Rights of
Grantor Trust Certificateholders.

     

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

     

    (b) No
Grantor Trust Certificateholder shall have any right to vote (except as
expressly provided for 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 Grantor Trust
Certificates, be construed so as to constitute the Grantor Trust
Certificateholders from time to time as partners or members of an association;
nor shall any Grantor Trust 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.

     

    (c) No
Grantor Trust Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement or the Trust Fund, unless
such Holder previously shall have given to the Grantor Trust Trustee and the
Depositor a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also the Majority Grantor Trust
Certificateholder shall have made written request upon the Grantor Trust Trustee
to institute such action, suit or proceeding in its own name as Grantor Trust
Trustee hereunder and shall have offered to the Grantor Trust Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Grantor Trust Trustee,
for 30 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.  For the prosecution and enforcement of the rights granted
under this Section, each and every Grantor Trust Certificateholder and the
Grantor Trust Trustee shall be entitled to such relief as can be given either at
law or in equity.

     

    Section
8.04. Governing Law.

     

    This
Agreement and the Grantor Trust Certificates shall be construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed in said state (without reference to the conflicts of law provisions of
such state, other than Sections 5-1401 and 5-1402 of the New York General
Obligations Laws, which shall apply hereto), and the obligations, rights and
remedies of the parties hereunder and the Grantor Trust Certificateholders shall
be determined in accordance with such laws.

     

    Section
8.05. Notices.

     

    All
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given when delivered to: (a) in the case of the
Depositor, Structured Asset Mortgage Investments II Inc., 383 Madison Avenue,
New York, New York 10179, or such other address as may hereafter be furnished to
the Grantor Trust Trustee in writing by the Depositor; (b) in the case of the
Grantor Trust Trustee, to its Corporate Trust Office; and (c) in the case of
S&P, Standard & Poor’s, 55 Water Street, 41st Floor, New York, New York
10041 or such other address as may hereafter be furnished to the other parties
hereto in writing.

     

    Section
8.06. 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 Grantor Trust Certificates or the rights of the Holders
thereof.

     

    Section
8.07. Successors and
Assigns.

     

    The
provisions of this Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto, and all such
provisions shall inure to the benefit of the Grantor Trust
Certificateholders.

     

    Section
8.08. Article and Section
Headings.

     

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

     

    Section
8.09. Notices to Rating
Agency.

     

    The
Grantor Trust Trustee shall notify the Rating Agency at such time as it is
otherwise required pursuant to this Agreement to give notice of the occurrence
of any of the events described in clauses (a), (b), or (e) below or provide a
copy to the Rating Agency at such time as otherwise required to be delivered
pursuant to this Agreement of each of the statements described in clauses (c)
and (e) below:

     

    (a) a
material change or amendment to this Agreement,

     

    (b) the
termination or appointment of a successor Grantor Trust Trustee or a change in
the majority ownership of the Grantor Trust Trustee,

     

    (c) the
monthly distribution statement required to be made available or delivered to the
Grantor Trust Certificateholders pursuant to Section 3.06,

     

    (d) Notice of
Final Distribution required to be delivered pursuant to Section 7.01(b),
and

     

    (e) a change
in the location of the Certificate Account.

     

    The
Depositor shall notify the Rating Agencies of any change in its
identity.

     

    Section
8.10. Acts of Grantor Trust
Certificateholders.

     

    (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by Grantor Trust
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Grantor Trust Certificateholders
in person or by an agent duly appointed in writing.  Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Grantor Trust Trustee and, where
it is expressly required, to the Depositor.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Agreement and conclusive in favor of the Grantor Trust
Trustee and the Depositor, if made in the manner provided in this Section
8.10.

     

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

     

    (c) The
ownership of Grantor Trust Certificates (notwithstanding any notation of
ownership or other writing on such Grantor Trust Certificates, except an
endorsement in accordance with Section 4.02 made on a Grantor Trust Certificates
presented in accordance with Section 4.04) shall be proved by the Certificate
Register, and neither the Grantor Trust Trustee, the Depositor, nor any
successor to either such party shall be affected by any notice to the
contrary.

     

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

     

    (e) In
determining whether the Holders of the requisite Percentage Interest of Grantor
Trust Certificates have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Grantor Trust Certificates owned by the
Grantor Trust Trustee or the Depositor or any Affiliate thereof shall be
disregarded, except as otherwise provided in Section 8.01(b), except that, in
determining whether the Grantor Trust Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Grantor Trust Certificates which the Grantor Trust Trustee knows to be so
owned shall be so disregarded.  Grantor Trust Certificates which have
been pledged in good faith to the Grantor Trust Trustee or the Depositor or any
Affiliate thereof may be regarded as outstanding if the pledgor establishes to
the satisfaction of the Grantor Trust Trustee the pledgor’s right to act with
respect to such Grantor Trust Certificates and that the pledgor is not an
Affiliate of the Grantor Trust Trustee or the Depositor, as the case may
be.

     


    
      
        
           

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

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                STRUCTURED
      ASSET MORTGAGE 
INVESTMENTS II INC., as Depositor

              
	 	 
	 	 
	 	
                
                  By:
      /s/ Joseph T. Jurkowski,
      Jr.                              
      

                

              
	 	
                Name:
      Joseph T. Jurkowski, Jr. 

              
	 	
                Title:
      Vice President

              
	 	 
	 	 
	 	
                WELLS
      FARGO BANK, N.A., as Grantor Trust Trustee

              
	 	 
	 	
                By:
      /s/ Stacey M.
      Taylor                                         
      

              
	 	
                Name:
      Stacey M. Taylor

              
	 	
                Title:Vice
      President

              
	 	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    
      	
              STATE
      OF NEW YORK

            	
              )

            	 
	 	 	
              ss.:

            
	
              COUNTY
      OF NEW YORK

            	
              )

            	 


    

    


    On the
24th
day of October, 2007 before me, a notary public in and for said State,
personally appeared _____________________ known to me to be a Vice President of
Structured Asset Mortgage Investments II Inc., the corporation that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

     

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

     

    


    
      	 	 
	 	
              Notary
      Public

            
	 	 
	
              [Notarial Seal]

            	
              Commission
      Expires:

            


    

     

    



    
      
        
          


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              STATE
      OF MARYLAND

            	
              )

            	 
	 	 	
              ss.:

            
	
              COUNTY
      OF HOWARD

            	
              )

            	 


    

    


    On the
24th
day of October, 2007 before me, a notary public in and for said State,
personally appeared ____________________________ known to me to be a(n)
________________________ of Wells Fargo Bank, N.A., the national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said national banking association, and
acknowledged to me that such national banking association 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]

            	
              Commission
      Expires:

            


    

    



    
      
        
          


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    EXHIBIT
A

     

     FORM
OF GRANTOR TRUST CERTIFICATE

     

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

     

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

    



    
      
        
           

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              Grantor
      Trust Certificate No. [ ]

            	
              Variable
      Pass-Through Rate

            
	 	 
	
              Class
      A-1

            	 
	 	 
	
              Date
      of Grantor Trust Agreement:

              As
      of October 24, 2007

            	
              Aggregate
      Initial Current Principal Amount of all Grantor Trust Certificates of this
      Class as of the Closing Date:

              $[         ]

            
	 	 
	
              First
      Distribution Date:

              October
      25, 2007

            	
              Initial
      Current Principal Amount of this Grantor Trust Certificate as of the
      Closing Date:

              $[         ]

            
	 	 
	
              Grantor
      Trust Trustee:

              Wells
      Fargo Bank, N.A.

            	
              CUSIP:
      [         ]

            
	 	 
	
              Assumed
      Final Distribution Date:

              [_______]

            	 
	 	 


    

    BEAR
STEARNS STRUCTURED PRODUCTS INC. TRUST 2007-R3

     

    GRANTOR
TRUST CERTIFICATES

     

    SERIES
2007-R3

     

    evidencing
a Percentage Interest in the distributions allocable to the Class A-1 Grantor
Trust Certificates with respect to a Trust Fund consisting primarily of the
Underlying Securities sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC.

     

    This
Grantor Trust Certificate is payable solely from the assets of the Trust Fund,
and does not represent an obligation of or interest in Structured Asset Mortgage
Investments II Inc., the Grantor Trust Trustee referred to below or any of their
affiliates or any other person. Neither this Grantor Trust Certificate nor the
Underlying Securities are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Grantor Trust Trustee or any
of their affiliates or any other person. None of Structured Asset Mortgage
Investments II Inc., the Grantor Trust Trustee 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 Grantor Trust Certificates.

     

    This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Grantor Trust
Certificates of the same Class as this Grantor Trust Certificate in a trust (the
“Trust Fund”) primarily consisting of the Underlying Securities sold by
Structured Asset Mortgage Investments II Inc. (“SAMI II”). The Underlying
Securities were sold by EMC Mortgage Corporation (“EMC”) to SAMI
II.  The Trust Fund was created pursuant to the Grantor Trust
Agreement, dated as of the Closing Date, (the “Agreement”), between SAMI II, as
depositor (the “Depositor”) and Wells Fargo Bank, N.A., as grantor trust trustee
(the “Grantor Trust 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
Grantor Trust Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Grantor Trust Certificate by virtue of its acceptance hereof assents and by
which such Holder is bound.

     

      Interest
on this Grantor Trust Certificate will accrue from and including the 25th day
(or with respect to the First Distribution Date, the Closing Date) of the
calendar month preceding the month in which a Distribution Date (as hereinafter
defined) occurs to and including the 24th day of the calendar month in which
that Distribution Date occurs (or with respect to the First Distribution Date,
to but not including October 25, 2007) on the Current Principal Amount hereof at
a per annum rate equal to the Pass-Through Rate as described in the
Agreement.  The Grantor Trust Trustee will distribute on the
Underlying Security Distribution Date of each month (each, a “Distribution
Date”) to the Person in whose name this Grantor Trust Certificate is registered
at the close of business on the last Business Day of the calendar month
preceding the month of such Distribution Date (or with respect to the First
Distribution Date, the Closing Date), an amount equal to the product of
Percentage Interest evidenced by this Grantor Trust Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Grantor Trust Certificates of the same Class as this Grantor Trust Certificate,
commencing on the First Distribution Date specified above. The Underlying
Security Distribution Date is the 25th day of each month, or, if such 25th day
is not a Business Day, the immediately following Business Day.

     

    Distributions
on this Grantor Trust Certificate will be made by the Grantor Trust 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 Grantor Trust Trustee in writing as specified in the Agreement,
by wire transfer. Notwithstanding the above, the final distribution on this
Grantor Trust Certificate will be made after due notice by the Grantor Trust
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Grantor Trust Certificate at the office or agency appointed by
the Grantor Trust Trustee for that purpose and designated in such notice. The
Initial Current Principal Amount of this Grantor Trust Certificate is set forth
above. The Current Principal Amount hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
hereto.

     

    This
Grantor Trust Certificate is one of a duly authorized issue of Grantor Trust
Certificates designated as set forth on the face hereof (the “Grantor Trust
Certificates”), issued in one Class. The Grantor Trust Certificates evidence the
entire beneficial ownership interest in the Trust Fund formed pursuant to the
Agreement.

     

    The
Grantor Trust Certificateholder, by its acceptance of this Grantor Trust
Certificate, agrees that it will look solely to the Trust Fund for payment
hereunder and that none of the Depositor or the Grantor Trust Trustee are liable
to the Grantor Trust Certificateholders for any amount payable under this
Grantor Trust Certificate or the Agreement or, except as expressly provided in
the Agreement, subject to any liability under the Agreement.

     

    This
Grantor Trust 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 Grantor Trust 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 Grantor Trust Trustee and the rights of the Grantor Trust Certificateholders
related to the Trust Fund under the Agreement from time to time by the parties
thereto with the consent of the Holders of the Grantor Trust Certificates,
evidencing Percentage Interests aggregating not less than 51% of the Grantor
Trust Certificates (or in certain cases, Holders of the Grantor Trust
Certificates of affected Classes evidencing such percentage of the Percentage
Interests thereof). Any such consent by the Holder of this Grantor Trust
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Grantor Trust Certificate and of any Grantor Trust Certificate
issued upon the transfer hereof or in lieu hereof whether or not notation of
such consent is made upon this Grantor Trust Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Grantor Trust Certificates.

     

    As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Grantor Trust Certificate is registrable with the Grantor
Trust Trustee upon surrender of this Grantor Trust Certificate for registration
of transfer at the offices or agencies maintained by the Grantor Trust Trustee
for such purposes, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Grantor Trust Trustee duly executed by the
Holder hereof or such Holder’s attorney duly authorized in writing, and
accompanied by the information required to be provided to the Grantor Trust
Trustee for WHFIT reporting purposes as described in the Agreement, and
thereupon one or more new Grantor Trust Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.

     

    The
Grantor Trust Certificates are issuable only as registered Grantor Trust
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 Grantor Trust Certificate is exchangeable for one or
more new Grantor Trust 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 Grantor Trust Certificateholders for any such
registration of transfer, but the Grantor Trust Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Depositor, Grantor Trust 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 Grantor Trust
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 Grantor Trust Certificateholders with
respect to the termination of the Agreement related to the Trust Fund) shall
terminate upon the later of (i) the making of the final payment on or other
liquidation of the Underlying Securities, or (ii) the payment to the Grantor
Trust Certificateholders of all amounts required to be paid to them pursuant to
the Agreement. In no event, however, will the Trust Fund created by the
Agreement continue beyond the expiration of 21 years after the death of certain
persons identified in the Agreement.

     

    Unless
this Grantor Trust Certificate has been countersigned by an authorized signatory
of the Grantor Trust Trustee by manual signature, this Grantor Trust Certificate
shall not be entitled to any benefit under the Agreement, or be valid for any
purpose.


    
      
        
          [TPW: NYLEGAL:725334.7]
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    IN
WITNESS WHEREOF, the Grantor Trust Trustee has caused this Certificate to be
duly executed.

     

    
      	
              Dated:
      October 24, 2007

            	
              WELLS
      FARGO BANK, N.A.,

            
	 	
              not
      in its individual capacity but solely as Grantor Trust
    Trustee

            
	 	 
	
               

            	 By:                                                                                      
	 	
                                    
      Authorized Signatory

            


    

    


    


    CERTIFICATE OF
AUTHENTICATION

    


    This is one of the Class A-1 Grantor
Trust Certificates referred to in the within-mentioned Agreement.

    


    
      	 	
              WELLS
      FARGO BANK, N.A.,

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

            
	 	 
	 	 By:                                                                                      
	 	
                                      
      Authorized Signatory

            
	 	 


    


    
      
        
           

          [TPW: NYLEGAL:725334.7]
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    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 Grantor Trust 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 Grantor Trust Trustee to issue a new Grantor Trust
Certificate of a like denomination and Class, to the above named assignee and
deliver such Grantor Trust Certificate to the following
address:



    
      	 
	 
	 


    

    


    


    
      	
              Dated:

            	
            	
            


    

    
      	
                      

            	
              Signature
      by or on behalf of assignor     

            
	 	 
	 	 
	 	 Signature
      Guaranteed


    

    
 

    


    DISTRIBUTION
INSTRUCTIONS

    


    The
assignee should include the following for purposes of distribution:

     

    Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to
_________________________________ for the account of _________________________
account number _____________, or, if mailed by check, to
______________________________. Applicable statements should be mailed to
_____________________________________________.

     

    This
information is provided by    __________________, the assignee
named above, or ________________________, as its agent.



    
      
        
          [TPW: NYLEGAL:725334.7]
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    EXHIBIT
B

     

    FORM OF
CERTIFICATION TO BE

    PROVIDED BY THE GRANTOR
TRUST TRUSTEE TO DEPOSITOR

    


    Re:           
________________________________ Trust 200_-____(the “Trust”), Grantor
Trust Certificates, Series 200_-____, issued pursuant to the Grantor Trust
Agreement, dated as of ________, 200_ (the “Agreement” or “Trust Agreement”),
between Structured Asset Mortgage Investments II Inc., as Depositor and Wells
Fargo Bank, National Association, as Grantor Trust Trustee

     

    The
Grantor Trust Trustee hereby certifies to the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

     

     
1.            I have
reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual Report”), and
all reports on Form 10-D required to be filed in respect of the period covered
by the Annual Report (collectively with the Annual Report, the “Reports”), of the
Trust;

     

     
2.            To my
knowledge, (a) the Reports, taken as a whole, do not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual
Report, and (b) the Grantor Trust Trustee’s assessment of compliance and related
attestation report referred to below, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by such
assessment of compliance and attestation report;

     

     
3.            To my
knowledge, the distribution information required to be provided by the Grantor
Trust Trustee under the Trust Agreement for inclusion in the Reports is included
in the Reports;

     

     
4.            I am
responsible for reviewing the activities performed by the Grantor Trust Trustee
under the Trust Agreement, and based on my knowledge and the compliance review
conducted in preparing the compliance statement of the Grantor Trust Trustee
required by the Trust Agreement, and except as disclosed in the Reports, the
Grantor Trust Trustee has fulfilled its obligations under the Trust Agreement in
all material respects; and

     

     
5.            The report
on assessment of compliance with servicing criteria applicable to the Grantor
Trust Trustee for asset-backed securities of the Grantor Trust Trustee and each
Subcontractor utilized by the Grantor Trust Trustee and related attestation
report on assessment of compliance with servicing criteria applicable to it
required to be included in the Annual Report in accordance with Item 1122 of
Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an
exhibit to the Annual Report. Any material instances of non-compliance are
described in such report and have been disclosed in the Annual
Report.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In giving
the certifications above, the Grantor Trust Trustee has reasonably relied on
information provided to it by the following unaffiliated
parties:  [names of servicer(s), master servicer, subservicer,
depositor, Grantor Trust Trustee, custodian(s)]

     

    


    Date:                                                                           


     

    ________________________________

    [Signature]

    [Title]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
C

     

     
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    Definitions

    Grantor
Trust Trustee – waterfall calculator

    Grantor
Trust Trustee – fiduciary of the transaction

     

    Note:  The
definitions above describe the essential function that the party performs,
rather than the party’s title.  So, for example, in a particular
transaction, the Grantor Trust Trustee may perform the “paying agent” and
“securities administrator” functions, while in another transaction, the
securities administrator may perform these functions.

     

    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

            	
              Grantor
      Trust Trustee

            
	 	
              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

            
	
              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.

            	 
	 	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	 	
              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

            
	
              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

            
	
              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

            
	
              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

            
	 	
              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.

            	 
	
              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.

            	 
	
              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 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.

            	 
	
              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.

            	 
	
              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).

            	 
	
              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 30 calendar
      days of full repayment of the related pool assets, 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 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.

            	 
	
              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 accounts 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.  (In this transaction there is no
      external enhancement or other support.)

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
D

     

     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 3.11 of the Grantor Trust Agreement.

     

    Under
Item 1 of Form 10-D: a) items marked “Monthly Statement to Grantor Trust
Certificateholders” are required to be included in the periodic Distribution
Date statement under Section 3.06, provided by the Grantor Trust 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 Grantor Trust 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 on Form 8-K and Form 10-D set forth in this Exhibit shall be sent to the
Grantor Trust Trustee and the Depositor.

     

    
      	
              Form

            	
              Item

            	
              Description

            	
              Grantor Trust Trustee

            	
              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 Grantor
   Trust  
      Certificateholders)

            	 	 	 
	
              (2)
      Cash flows received and the sources thereof for distributions, fees and
      expenses.

            	
                X

              
              

               
      (Monthly Statements to Grantor
   Trust 
      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 Grantor
   Trust
      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.

            	 	 	 	 
	
              (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 Grantor
   Trust
      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 Grantor
   Trust 
      Certificateholders)

            	 	 	 
	
              (iv) The amount of excess cash
      flow or excess spread and the disposition of excess cash
    flow.

            	
                X

              
              

               
      (Monthly Statements to Grantor
   Trust
      Certificateholders)

            	 	 	 
	
              (4)
      Beginning and ending principal balances of the asset-backed
      securities.

            	
                X

              
              

               
      (Monthly Statements to Grantor
   Trust
      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 Grantor
   Trust
      Certificateholders)

            	 	 	 
	
              (6)
      Beginning and ending balances of transaction accounts, such as reserve
      accounts, and material account activity during the period.

            	
                X

              
              

               
      (Monthly Statements to Grantor
   Trust
      Certificateholders)

            	 	 	 
	
              (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 Grantor
   Trust
      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 Grantor
   Trust  
      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 Grantor
   Trust
      Certificateholders)

            	 	 	 
	
              In
      addition, describe any material changes to the information specified in
      Item 1100(b)(5) of Regulation AB regarding the pool assets.
      (methodology)

            	 	 	 	 
	
              (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 Grantor
   Trust
      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 Grantor
   Trust
      Certificateholders)

            	 	 	 
	
              (12)
      Material breaches of pool asset representations or warranties or
      transaction covenants.

            	
                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 Grantor
   Trust
      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

            	 	 
	
              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 Grantor Trust Certificateholders,
      including proceedings known to be contemplated by governmental
      authorities:

            	 	 	 	 
	
              Sponsor
      (Seller)

            	 	 	
              X

            	 
	
              Depositor

            	 	
              X

            	 	 
	
              Grantor
      Trust 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

            	
               
      N/A

            	 	 	 
	
              Securities
      Administrator

            	
               
      N/A

            	 	 	 
	
              Originator
      of 20% or more of pool assets as of the Cut-off Date

            	 	
              X

            	 	 
	
              Custodian

            	
               
      N/A

            	 	 	 
	
              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 Security Holders

            	 	 	 	 
	
              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

            	 	 	 	 
	
              Requesting
      required financial information or effecting incorporation by
      reference

            	 	 	 	 
	
              Item
      1115(b) – Derivative Counterparty Financial Information*

            	 	 	 	 
	
              Determining
      current maximum probable exposure

            	 	
              X

            	 	 
	
              Determining
      current significance percentage

            	 	 	 	 
	
              Requesting
      required financial information or effecting incorporation by
      reference

            	 	 	 	 
	
              *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

            	 
	
              1.02

            	
              Termination
      of a Material Definitive Agreement

            	
                
      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.

            	 	 	 	 
	
              1.03

            	
              Bankruptcy
      or Receivership

            	 	 	 	 
	
              Disclosure
      is required regarding the bankruptcy or receivership, if known, 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, Certificate Administrator, Grantor Trust Trustee, significant
      obligor, credit enhancer (10% or more), derivatives counterparty,
      Custodian

            	
                
      X

            	
              X

            	
              X

            	 
	
              2.04

            	
              Triggering
      Events that Accelerate or Increase a Direct Financial Obligation or an
      Obligation under an 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 Statement to Grantor Trust
    Certificateholders

            	
                 X

            	 	 	 
	
              3.03

            	
              Material
      Modification to Rights of Security Holders

            	 	 	 	 
	
              Disclosure
      is required of any material modification to documents defining the rights
      of Grantor Trust Certificateholders, including the Pooling and Servicing
      Agreement

            	
                 X

            	
              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 3.18]

            	 	
              X

            	 	 
	
              6.02

            	
              Change
      of Servicer or Grantor Trust 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, certificate
      administrator or Grantor Trust Trustee.

            	
                 X

            	
              X

              
              

            	 	 
	 	
              Reg
      AB disclosure about any new servicer is also required.

            	
                 N/A

            	 	 	 
	
              Reg
      AB disclosure about any new Grantor Trust Trustee is also
      required.

            	
                 X

                
      (to the extent of a new Grantor
    Trust
      Trustee)

            	 	 	 
	
              Reg
      AB disclosure about any new securities administrator is also
      required.

            	
                 N/A

            	 	 	 
	
              6.03

            	
              Change
      in Credit Enhancement or Other External Support In this transaction there
      is no external enhancement or other 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

            	 	 
	 	
              Reg
      AB disclosure about any new enhancement provider is also
      required.

            	 	
              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

            	 	 
	
              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 security
      holders.

            	 	
              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 item 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

            	 	 	 	 
	
              Requesting
      required financial information or effecting incorporation by
      reference

            	 	 	 	 
	
              Item
      1115(b) – Derivative Counterparty Financial Information

            	 	 	 	 
	
              Determining
      current maximum probable exposure

            	 	
              X

            	 	 
	 	 	
              Determining
      current significance percentage

            	 	 	 	 
	
              Requesting
      required financial information or effecting incorporation by
      reference

            	 	 	 	 
	
              Item
      1117 – Legal proceedings pending against the following entities, or their
      respective property, that is material to Grantor Trust Certificateholders,
      including proceedings known to be contemplated by governmental
      authorities:

            	 	 	 	 
	
              Sponsor
      (Seller)

            	 	 	
              X

            	 
	
              Depositor

            	 	
              X

            	 	 
	
              Grantor
      Trust 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

            	
                N/A

            	 	 	 
	
              Securities
      Administrator

            	
                 N/A

            	 	 	 
	
              Originator
      of 20% or more of pool assets as of the Cut-off Date

            	 	
              X

            	 	 
	
              Custodian

            	
                 N/A

            	 	 	 
	
              Item
      1119 – Affiliations and relationships between the following entities, or
      their respective affiliates, that are material to Grantor Trust
      Certificateholders:

            	 	 	 	 
	
              Sponsor
      (Seller)

            	 	 	
              X

            	 
	
              Depositor

            	 	
              X

            	 	 
	
              Grantor
      Trust Trustee

            	
                 X

            	 	 	 
	
              Master
      Servicer, affiliated Servicer, other Servicer servicing 20% or more of
      pool assets at time of report, other material servicers

            	
                N/A

            	 	 	 
	
              Securities
      Administrator

            	
                N/A

            	 	 	 
	
              Originator

            	 	
              X

            	 	 
	
              Custodian

            	
                
      N/A

            	 	 	 
	
              Credit
      Enhancer/Support Provider

            	 	
              X

            	 	 
	
              Significant
      Obligor

            	 	
              X

            	 	 
	
              Item
      1122 – Assessment of Compliance with Servicing Criteria

            	
                 X

            	 	 	 
	
              Item
      1123 – Servicer Compliance Statement

            	
                 X

            	 	 	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
E

     

    ADDITIONAL
DISCLOSURE NOTIFICATION

     

    Wells
Fargo Bank, N.A., as Grantor Trust Trustee

    9062 Old
Annapolis Road

    Columbia,
Maryland 21045

    Fax:
(410) 715-2380

    E-mail:  cts.sec.notifications@wellsfargo.com

     

    Attn:  Client
Manager - BSSP 2007-R3 - SEC REPORT PROCESSING

     

    RE:  **Additional
Form [  ] Disclosure**Required

    


     

    Ladies
and Gentlemen:

     

    In accordance with Section 3.11 of the
Grantor Trust Agreement, dated as of October 24, 2007, by and between Structured
Asset Mortgage Investments II Inc., as depositor, and Wells Fargo Bank, N.A., as
grantor trust trustee.  The Undersigned, as
[    ], 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
F

     

    YIELD
MAINTENANCE AGREEMENT

     

     

    
      

      BEAR
STEARNS CAPITAL MARKETS INC.

      383
MADISON AVENUE

      NEW YORK,
NEW YORK 10179

      TEL
212-272-2000

      


      
        	
                DATE:

              	
                November
      26, 2007

              
	 
      	 
      
	
                TO:

              	
                Wells
      Fargo Bank, National Association, not individually, but solely as Grantor
      Trust Trustee for Bear Stearns Structured Products Inc. Trust 2007-R3 (the
      “Grantor
      Trust”)

              
	
                ATTENTION:

              	
                Client
      Manager - BSSP 2007-R3

              
	
                TELEPHONE:

              	
                1-410-884-2066

              
	
                FACSIMILE:

              	
                1-410-715-2380

              
	 
      	 
      
	
                FROM:

              	
                Derivatives
      Documentation

              
	
                TELEPHONE:

              	
                212-272-2711

              
	
                FACSIMILE:

              	
                212-272-9857

              
	 
      	 
      
	
                SUBJECT:

              	
                Mortgage
      Derivatives Confirmation

              


      

      


      REFERENCE
NUMBER(S):     CXBSSP07R3

      


      The
purpose of this letter agreement is to confirm the terms and conditions of the
Transaction entered into on the Trade Date specified below (the “Transaction”)
between Bear Stearns Capital Markets Inc. (“Bear
Stearns”) and Wells Fargo Bank, National Association, not individually,
but solely as Grantor Trust Trustee for Bear Stearns Structured Products Inc.
Trust 2007-R3 (“Counterparty”).
This letter agreement constitutes the sole and complete “Confirmation,” as
referred to in the “Master Agreement” (as defined below), with respect to the
Transaction.

       

      1.           This
Confirmation is subject to and incorporates the 2006 ISDA Definitions (the
“Definitions”),
as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”).
The parties agree to negotiate, execute and deliver an agreement in the form of
the 1992 ISDA Master Agreement (Multicurrency—Cross Border) (the “Form
Master Agreement”), together with the schedule thereto and any other
related documents, each in form and substance as the parties shall in good faith
agree (collectively, the “Executed
Master Agreement”).  In addition, the parties agree that until
execution and delivery of the Executed Master Agreement, a Form Master
Agreement, shall be deemed to have been executed and delivered by the parties on
the Trade Date of the first transaction that by its terms is intended to be
governed by a Master Agreement.  All provisions contained in, or
incorporated by reference to, the Form Master Agreement or the Executed Master
Agreement (as applicable, the “Master
Agreement”) shall govern the Transaction referenced in this Confirmation,
except as expressly modified below.  This Confirmation, together with
all of the other documents confirming any and all Transactions entered into
between us (regardless of which branch, if any, either of us has acted through)
that by their terms are intended to be governed by a Master Agreement, shall
supplement, form a part of and be subject to the Master Agreement.  In
the event of any inconsistency between the provisions of this Confirmation and
the Definitions or Master Agreement, this Confirmation shall prevail for the
purpose of this Transaction.  Terms capitalized but not defined herein
shall have the meaning ascribed to them in the Grantor Trust Agreement, dated as
of October 24, 2007 (as amended or supplemented from time to time, the “Grantor
Trust Agreement”) among Structured Asset Mortgage Investments II, Inc.,
as depositor (the “Depositor”),
and Wells Fargo Bank, National Association, as grantor trust trustee (the “Grantor
Trust Trustee”).

       

      


      
        	
                2.

              	
                The
      terms of the particular Transaction to which this Confirmation relates are
      as follows:

              
	 
      	 
      	 
      
	 
      	
                Trade
      Date:

              	
                November
      13, 2007

              
	 
      	 
      	 
      
	 
      	
                Effective
      Date:

              	
                October
      24, 2007

              
	 
      	 
      	 
      
	 
      	
                Termination
      Date:

              	
                The
      Distribution Date in November 2007.

              
	 
      	 
      	 
      
	 
      	
                Business
      Day Convention:

              	
                Following

              
	 
      	 
      	 
      
	 
      	
                Business
      Days:

              	
                Any
      day other than (i) a Saturday or a Sunday, or (ii) a day on which banking
      institutions in the cities of New York, New York, Columbia, Maryland,
      Minneapolis, Minnesota or any city in which the Corporate Trust Office of
      the Grantor Trust Trustee is located are authorized or obligated by law or
      executive order to be closed.

              
	 
      	 
      	 
      
	 
      	
                Calculation
      Agent:

              	
                Bear
      Stearns

              
	 
      	 
      	 
      
	 
      	
                Bear
      Stearns

                Payment
      Amounts:

              	 
      


      

      


      
        	 	
                Bear
      Stearns

                Payment
      Date:

              	
                The
      Distribution Date in November 2007.

              
	 	 
      	 
      
	 	
                Bear
      Stearns

                Payment
      Amount:

              	
                The
      excess, if any, of (i) an amount of interest that would accrue during the
      Interest Accrual Period related to the Distribution Date occurring in
      November 2007 at a rate equal to 15.50% per annum on the Current Principal
      Amount of the Grantor Trust Certificates immediately prior to the
      Distribution Date in November 2007 over (ii) the sum of (a) the amount of
      Available Funds with respect to the second Distribution Date and (b)
      the Reserve Account Deposit Portion B on the Distribution Date occurring
      in November 2007.

              


      

      


      
        	
                 
      

              	
                Counterparty
      Payments:

              


      

      


      
        	 	
                Fixed
      Rate Payer:

              	
                Counterparty

              
	 	 
      	 
      
	 	 
      	 
      
	 	
                Counterparty

                Payment
      Date:

              	
                November
      15, 2007

              
	 	 
      	 
      
	 	 
      	 
      
	 	
                Counterparty
      Payment

                Amount:

              	
                USD
      55,000

              


      

      


      
        	
                3.

              	
                Additional
      Provisions:

              	
                (a) 
      Each party hereto is hereby advised and acknowledges 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.  This paragraph shall be deemed repeated on the trade
      date of each Transaction.

              
	 
      	 
      	 
      
	
                 

              	 
      	
                
                  (b)
       On the Bear Stearns Payment Date, the Grantor Trust Trustee
      shall provide Bear Stearns with the amount and supporting calculations of
      the Current Principal Amount of (1) the Grantor Trust Certificates
      immediately prior to the Distribution Date in November 2007, (2) the
      amount of Available Funds with respect to the second Distribution
      Date and (3) the Reserve Account Deposit Portion B on the Distribution
      Date occurring in November 2007.  For the avoidance of doubt,
      Bear Stearns shall not be obligated to make any payment on the Bear
      Stearns Payment Date until it has received from the Grantor Trust Trustee
      the information set forth in the preceding
  sentence.

                

              


      

      


      
        	
                4.

              	
                Provisions
      Deemed Incorporated in a Schedule to the Form Master
      Agreement:

              


      

      


      1)  The
parties agree that subparagraph (ii) of Section 2(c) of the Form Master
Agreement will apply to any Transaction.

      


      
        	
                2)  Termination Provisions.
      For purposes of the Form Master
Agreement:

              


      

      


      (a)           “Specified
Entity” is not applicable to Bear Stearns or Counterparty for any
purpose.

      


      (b)           “Specified
Transaction” is not applicable to Bear Stearns or Counterparty for any purpose,
and, accordingly, Section 5(a)(v) will not apply to Bear Stearns and will not
apply to Counterparty.

      


      (c)           Section
5(a)(i) of the Form Master Agreement is hereby amended by deleting the word
“third” therein and replacing it with the word “second.”

      


      (d)           “Breach
of Agreement” provision of Section 5(a)(ii) will not apply to Bear Stearns and
will not apply to Counterparty.

      


      (e)           “Credit
Support Default” provisions of Section 5(a)(iii) will apply to Bear Stearns and
will not apply to Counterparty.

      


      (f)           “Misrepresentation”
provisions of Section 5(a)(iv) will not apply to Bear Stearns and will not apply
to Counterparty.

      


      (g)           The
“Merger Without Assumption” provision of Section 5(a)(viii) will apply to Bear
Stearns and will not apply to Counterparty.

      


      (h)           The
“Cross Default” provision of Section 5(a)(vi) will not apply to Bear Stearns and
will not apply to Counterparty.

      


      (i)           The
“Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Bear
Stearns and will not apply to Counterparty.

      


      (j)           The
“Bankruptcy” provision of Section 5(a)(vii)(2) will apply to Bear Stearns and
will not apply to Counterparty.

      


      (k)           The
“Automatic Early Termination” provision of Section 6(a) will not apply to Bear
Stearns or to Counterparty.

      


      (l)           Payments
on Early Termination.  For the purpose of Section 6(e) of the Form
Master Agreement:

      


      (i)           Market
Quotation will apply.

      


      (ii)           The
Second Method will apply.

      


      (m)           “Termination
Currency” means United States Dollars.

      


      (n)           Additional
Termination Events.

      


      (i)           The
following shall constitute an Additional Termination Event, upon which
Counterparty will have the right to designate an Additional Termination Event,
Bear Stearns will be the sole Affected Party and all Transactions hereunder will
be Affected Transactions.  For avoidance of doubt, the above remedy
shall be the sole remedy available to Counterparty upon the occurrence of such
Additional Termination Event.

      


      
        	
                (a) 
        

              	
                After
      failing to satisfy the First Trigger Required Ratings, the failure by Bear
      Stearns to comply with Section 17(a) below;
and

              


      

      


      
        	
                (b) 
        

              	
                After
      failing to satisfy the Second Trigger Required Ratings, the failure by
      Bear Stearns to, within 30 days from such failure, at its own expense, (i)
      transfer its rights and obligations under the Form Master Agreement to a
      replacement party that has (or whose guarantor has) the First Trigger
      Required Ratings, (ii) obtain a guarantor having the First Trigger
      Required Ratings for Bear Stearns’ obligations under the Form Master
      Agreement with a form of guaranty satisfying the Rating Agency Condition;
      provided that if such form of guaranty is identical to the Guaranty (other
      than the name of the guarantor, the effective date and the date of such
      guaranty), satisfaction of the Rating Agency Condition shall not be
      required and Bear Stearns shall provide a copy of such guaranty to each
      Rating Agency then rating the Grantor Trust Certificates or (iii) take
      such other steps that satisfies the Rating Agency
    Condition.

              


      

      


      (ii)           The
failure by Counterparty to comply with Section 16 below shall constitute an
Additional Termination Event hereunder, upon which Counterparty shall be the
sole Affected Party and all Transactions hereunder shall be Affected
Transactions.

      


      3) 
 Tax Representations.  Bear Stearns represents that it is a
corporation duly organized and validly existing under the laws of the State of
Delaware, and Counterparty represents that it is a statutory trust duly
organized and validly existing under the laws of the State of
Delaware.

      


      4) 
 [Reserved]

      


      5) 
 Documents to be
Delivered. For the purpose of Section 4(a):

      


      (1)           Tax
forms, documents, or certificates to be delivered are:

      


      
        	
                Party
      required to deliver document

              	 	
                Form/Document/

                Certificate

              	 	
                Date
      by which to

                be
      delivered

              
	
                Bear
      Stearns and

                the
      Counterparty

              	 	
                Any
      document required or reasonably requested to allow the other party to make
      payments under the Form Master Agreement without any deduction or
      withholding for or on the account of any Tax or with such deduction or
      withholding at a reduced rate

              	 	
                Promptly
      after the earlier of (i) reasonable demand by either party or (ii)
      learning that such form or document is
required

              


      

      


      (2)           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

              
	
                Bear
      Stearns and

                the
      Counterparty

              	 	
                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 Form Master Agreement, any 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 Form Master Agreement, such Confirmation and/or
      Credit Support Document, as the case may be

              	 	
                Upon
      the execution and delivery of the Form Master Agreement and such
      Confirmation

              	 	
                Yes

              
	
                Bear
      Stearns and

                the
      Counterparty

              	 	
                A
      certificate of an authorized officer of the party, as to the incumbency
      and authority of the respective officers of the party signing the Form
      Master Agreement, any relevant Credit Support Document, or
      any  Confirmation, as the case may be

              	 	
                Upon
      the execution and delivery of the Form Master Agreement and such
      Confirmation

              	 	
                Yes

              
	
                Bear
      Stearns

              	 	
                An
      opinion of counsel of (i) such party regarding the enforceability of this
      Confirmation and (ii) such party’s Credit Support Provider regarding the
      enforceability of the Guaranty in a form reasonably satisfactory to the
      other party

              	 	
                Upon
      the execution and delivery of the Form Master Agreement and such
      Confirmation

              	 	
                No

              
	
                Bear
      Stearns

              	 	
                The
      Guaranty

              	 	
                Upon
      the execution and delivery of the Form Master Agreement and such
      Confirmation

              	 	
                No

              


      

      


      6)  
Miscellaneous.

      


      
        	
                (a)

              	
                Address for
      Notices:  For the purposes of Section 12(a) of the
      Form Master Agreement:

              


      

      


      Contact details for notices or
communications to Bear Stearns:

      


      
        	 
      	
                Tel:
      212-272-9326

              
	 
      	
                Fax:
      212-272-0543

              
	 
      	
                Attention:
      Credit Derivatives Department

              
	 
      	 
      
	 
      	
                (For
      all purposes)

              


      

      


      Contact details for notices or
communications to the Counterparty:


      


      
        	 
      	
                Wells
      Fargo Bank, National Association

              
	 
      	
                9062
      Old Annapolis

              
	 
      	
                Columbia,
      Maryland 21045

              
	 
      	
                Attention:
      Client Manager - BSSP 2007-R3

              
	 
      	
                Facsimile:
      410-715-2380

              
	 
      	
                Phone:
      410-884-2066

              
	 
      	 
      
	 
      	
                (For
      all purposes)

              


      

      


      (b)           Process Agent.  For
the purpose of Section 13(c):

      


      
        	 
      	
                Bear
      Stearns appoints as its

              
	 
      	
                Process
      Agent:                              Not
      Applicable

              
	 
      	 
      
	 
      	
                The
      Counterparty appoints as its

              
	 
      	
                Process
      Agent:                              Not
      Applicable

              


      

      


      
        	
                (c)

              	
                Offices. The provisions
      of Section 10(a) will not apply to the Form Master Agreement; neither Bear
      Stearns nor the Counterparty have any Offices other than as set forth in
      the Notices Section and Bear Stearns agrees that, for purposes of Section
      6(b) of the Form Master Agreement, it shall not in future have any Office
      other than one in the United
States.

              


      

      


      (d)           Multibranch
Party.  For the purpose of Section 10(c) of the Form
Master Agreement:

      


      Bear Stearns is not a Multibranch
Party.

      


      The Counterparty is not a Multibranch
Party.

      


      (e)           Calculation
Agent.  The Calculation Agent is Bear Stearns.

      


      (f)           Credit Support
Document.

      


      Bear Stearns:  Guaranty (the
“Guaranty”)
of The Bear Stearns Companies Inc.

      


      The Counterparty:  Not
Applicable

      


      (g)           Credit Support
Provider.

      


      Bear
Stearns:    The Bear Stearns Companies Inc.

      


      
        	
                The
      Counterparty:

              	
                Not
      Applicable

              


      

      


      (h)           Governing Law.  The
parties to the Form Master Agreement hereby agree that the law of the State of
New York shall govern their rights and duties in whole without regard to
conflict of law provisions thereof other than New York General Obligations Law
Sections 5-1401 and 5-1402

      


      (i)           Severability.  If
any term, provision, covenant, or condition of the Form Master Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force and
effect as if the Form Master Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as the Form Master Agreement as so
modified continues to express, without material change, the original intentions
of the parties as to the subject matter of the Form Master Agreement and the
deletion of such portion of the Form Master Agreement will not substantially
impair the respective benefits or expectations of the parties.

      


      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.

      


      (j)           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 officers or employees of the parties, waives any further
notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.

      


      (k)           Waiver of Jury
Trial.  Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to the Form Master Agreement or any
Credit Support Document.

      


      (l)           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 (i) and inserting “.” In lieu thereof, and (iii) deleting the final
paragraph thereof.

      


      (m)           Limitation on Events of
Default.  Notwithstanding the provisions of Sections 5 and 6,
if at any time and so long as Party B has satisfied in full all its payment
obligations under Section 2(a)(i) and has at the time no future payment
obligations, whether absolute or contingent, under such Section, then unless
Party A is required pursuant to appropriate proceedings to return to Party B or
otherwise returns to Party B upon demand of Party B any portion of any such
payment (a) the occurrence of an event described in Section 5(a) with respect to
Party B shall not constitute an Event of Default or Potential Event of Default
with respect to Party B as Defaulting Party and (b) Party A shall be entitled to
designated an Early Termination Date pursuant to Section 6 only as a result of
the occurrence of a Termination Event set forth in either Section 5(b)(i) or
5(b)(ii) with respect to Party A as the Affected Party, or Section 5(b)(iii)
with respect to Party A as the Burdened Party.

      


      7)           Affiliate.  Notwithstanding
the definition of Affiliate in Section 14 of the Form Master Agreement, for
purposes hereof each party will be deemed not to have any
Affiliates.

      


      8)           Relationship
Between Parties.  Section 3 of the Form Master Agreement is
hereby amended by adding at the end thereof the following subsection
(g):

      


      “(g)           Relationship Between
Parties.

      


      Each party represents to the other
party on each date when it enters into a Transaction that:

      


      (1)   Nonreliance.  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 the Form Master Agreement or the Confirmation in respect of
that 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)   Principal. The other
party is not acting as a fiduciary for or an adviser to it in respect of the
Transaction.”

      


      
        	
                9) 
       Proceedings.  Bear Stearns shall not
      institute against or cause any other person to institute against, or join
      any other person in instituting against Counterparty 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 and one day (or, if longer, the applicable preference
      period)  following payment in full of the Grantor Trust
      Certificates and the Underlying Reference
  Certificates.

              


      

      
        	
                 

              


      

      10)  Set-off.  Notwithstanding
any provision of the Form Master 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. The provisions for Set-off set forth in Section 6(e) of the
Form Master Agreement shall not apply for purposes of this
Transaction.

       

      11)
 Transfer, Amendment and
Assignment.  No transfer,
amendment, waiver, supplement, assignment or other modification of this
Transaction shall be permitted by either party unless each Rating Agency has
been provided prior notice of the same and confirms in writing (including by
facsimile transmission) that it will not downgrade, qualify, withdraw or
otherwise modify its then-current rating of the Grantor Trust Certificates as a
result of such transfer, amendment, waiver, supplement, assignment or other
modification; provided that upon notice to the Rating Agencies, Bear Stearns may
transfer the Transaction(s) pursuant to the Form Master Agreement and all of its
interests in such Transaction(s) and all of its Obligations in or under the Form
Master Agreement to its Credit Support Provider or any affiliates thereof, and
if such transfer is to an entity other than its Credit Support Provider, Bear
Stearns will furnish to Counterparty a Guaranty of such Credit Support Provider
which guarantees all of such transferee’s Obligations in the form of the
Guaranty of the Credit Support Provider of Bear Stearns delivered in connection
with the Form Master Agreement (other than the name of the guaranteed party, the
effective date and the date of such guaranty).  Upon such transfer, Bear
Stearns will be fully released from any and all Obligations and liabilities
related to the interests assigned. 

      


      12)  Limited Recourse
Non-petition.  The liability of the Counterparty in relation to
the Form Master Agreement and any Confirmation hereunder is limited in recourse
to assets in the Trust Fund (as defined in the Grantor Trust Agreement) and
payments of interest proceeds and principal proceeds thereon applied in
accordance with the terms of the Grantor Trust Agreement.  Upon
application of  all of the assets in the Trust Fund (and proceeds
thereon) in accordance with the  Grantor Trust Agreement, Bear Stearns
shall not be entitled to take any further steps against the Counterparty to
recover any sums due but still unpaid hereunder or thereunder, all claims in
respect of which shall be extinguished.

      


      13)  Non-Reliance.  Each
party represents to the other party that (a) it has not received and is not
relying upon any legal, tax, regulatory, accounting or other advice (whether
written or oral) of the other party regarding this Transaction, other than
representations expressly made by that other party in this Confirmation and in
the Form Master Agreement and (b) in respect of this Transaction, (i) it has the
capacity to evaluate (internally or through independent professional advice)
this Transaction and has made its own decision to enter into this Transaction
and (ii) it understands the terms, conditions and risks of this Transaction and
is willing to assume (financially and otherwise) those
risks.  Counterparty acknowledges that Bear Stearns has advised
Counterparty to consult its own tax, accounting and legal advisors in connection
with this Transaction evidenced by this Confirmation and that the Counterparty
has done so.

      


      14)  Eligible Contract
Participant.  Each party represents that it constitutes an
“eligible contract participant” as such term is defined in Section 1(a)12 of the
Commodity Exchange Act, as amended.

      


      15)
 Limitation of
Liability.  It is expressly understood and agreed by the
parties hereto that (a) this letter agreement is executed and delivered by the
Grantor Trust Trustee, not individually or personally but solely as the Grantor
Trust Trustee for the Grantor Trust, in the exercise of the powers and authority
conferred and vested in it, (b) the representation, undertakings and agreements
herein made on part of the Grantor Trust are made and intended not as personal
representations, undertakings and agreements by the Grantor Trust Trustee but
are made and intended for the purpose of binding only the Grantor Trust, (c)
nothing herein contained shall be construed as creating any liability on the
Grantor Trust Trustee, individually or personally, to perform any convenient
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties who are signatories to this letter agreement and
by any person claiming by, through or under such parties and (d) under no
circumstances shall the Grantor Trust Trustee be personally liable for the
payment of any indebtedness or expenses of the Grantor Trust or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Grantor Trust under this letter agreement, other than
due to its negligence or willful misconduct in performing the obligations of the
Grantor Trust Trustee under the Grantor Trust Agreement.

      


      16)
 Amendments to Grantor
Trust Agreement and Underlying Pooling and Servicing
Agreement.  On or prior to the Termination Date, without the
prior written consent of Bear Stearns, Counterparty shall not (i) amend the
Grantor Trust Agreement or enter into any amendment or supplemental agreement to
the Grantor Trust Agreement if such amendment or supplemental agreement could
reasonably be expected to have a material adverse effect on the interests of
Bear Stearns hereunder or under the Grantor Trust Agreement or (ii) consent to
any amendment or supplemental agreement to the Underlying Agreement if such
amendment or supplemental agreement could reasonably be expected to have a
material adverse effect on the interests of Bear Stearns hereunder or on the
interests of a holder of the Underlying Securities under the Underlying
Agreement.  With respect to any amendment or supplement that would
have effect prior to the Termination Date, Counterparty will furnish to Bear
Stearns a copy of each proposed and each executed amendment or supplemental
agreement and copies of any related Rating Agency confirmation therewith, if
any.

      


      
        	
                17)

              	
                (a)         
      If Bear Stearns (or its guarantor) fails to have the First Trigger
      Required Ratings, Bear Stearns shall (within 30 days from such failure),
      at its own expense, (i) transfer its rights and obligations under the Form
      Master Agreement to a replacement party that has (or whose guarantor has)
      the First Trigger Required Ratings, (ii) post collateral to Counterparty
      to secure Bear Stearns’ obligations under the Form Master Agreement in
      such amount that the Rating Agencies confirm in writing will be sufficient
      to maintain the rating on the Grantor Trust Certificates, (iii) obtain a
      guarantor having the First Trigger Required Ratings for Bear Stearns’
      obligations under the Form Master Agreement with a form of guaranty
      satisfying the Rating Agency Condition; provided that if such form of
      guaranty is identical to the Guaranty (other than the name of the
      guarantor, the effective date and the date of such guaranty), satisfaction
      of the Rating Agency Condition shall not be required and Bear Stearns
      shall provide a copy of such guaranty to each Rating Agency then rating
      the Grantor Trust Certificates or (iv) take such other steps that
      satisfies the Rating Agency
Condition.

              


      

      


      (b)           If
Bear Stearns (or its guarantor) fails to have the Second Trigger Required
Ratings, Bear Stearns shall, within 10 Business Days from such failure, at its
own expense, seek to (i) transfer its rights and obligations under the Form
Master Agreement to a replacement party that has (or whose guarantor has) the
First Trigger Required Ratings, (ii) obtain a guarantor having the First Trigger
Required Ratings for Bear Stearns’ obligations under the Form Master Agreement
with a form of guaranty satisfying the Rating Agency Condition; provided that if
such form of guaranty is identical to the Guaranty (other than the name of the
guarantor, the effective date and the date of such guaranty), satisfaction of
the Rating Agency Condition shall not be required and Bear Stearns shall provide
a copy of such guaranty to each Rating Agency then rating the Grantor Trust
Certificates or (iii) take such other steps that satisfies the Rating Agency
Condition.

      


      As used
herein:

      


      “First
Trigger Required Ratings” shall mean, with respect to any entity (a)
either (i) the unsecured, short-term debt obligations of such entity (or its
Credit Support Provider) are rated at least ‘A-1’ by S&P or (ii) if such
entity does not have a short-term rating from S&P, the unsecured, long-term
senior debt obligations of such entity (or its Credit Support Provider) are
rated at least ‘A+’ by S&P, and (b) either (i) the unsecured, long-term
senior debt obligations of such entity (or its Credit Support Provider) are
rated at least ‘A2’ by Moody’s and the unsecured, short-term debt obligations of
such entity (or its Credit Support Provider) are rated at least ‘P-1’ by
Moody’s, or (ii) if such entity (or its Credit Support Provider) does not have a
short-term debt rating from Moody’s, the unsecured, long-term senior debt
obligations of such entity (or its Credit Support Provider) are rated at least
‘A1’ by Moody’s.

      


      “Second
Trigger Required Ratings” shall mean, with respect to any entity (a) the
unsecured,  long-term senior debt obligations of such entity (or its
Credit Support Provider) are rated at least ‘BBB-’ by S&P, and (b) either
(i) the unsecured, long-term senior debt obligations of such entity (or its
Credit Support Provider) are rated at least ‘A3’ by Moody’s and the unsecured,
short-term debt obligations of such entity (or its Credit Support Provider) are
rated at least ‘P-2’ by Moody’s or (ii) if such entity (or its Credit Support
Provider) does not have a short-term rating from Moody’s, the unsecured,
long-term senior debt obligations of such entity (or its Credit Support
Provider) are rated at least ‘A3’ by Moody’s.

      


      “Rating
Agency Condition” means, with respect to any particular proposed act or
omission to act hereunder that the party acting or failing to act must consult
with any of Rating Agency then providing a rating of the Grantor Trust
Certificates and receive from each 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 the Grantor Trust Certificates.

      


      
        	
                5.  
      Account Details and 

                Settlement
      information:

              	
                Payments
      to Bear Stearns:

              
	 
      	
                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 Capital Markets

              
	 
      	
                Sub-account
      Number: 101-90012-11

              
	 
      	
                Attention:
      Derivatives Operations

              
	 
      	 
      
	 
      	
                Payments
      to Counterparty:

              
	 
      	 
      
	 
      	
                Wells
      Fargo Bank, National Association

              
	 
      	
                San
      Francisco, CA

              
	 
      	
                ABA:
      121-000-248

              
	 
      	
                A/C:3970771416

              
	 
      	
                Account
      Name: SAS Clearing

              
	 
      	
                For
      Further Credit to: 55184901, BSSP 2007-R3 Swap
  Account

              


      

      


      


      This
Confirmation 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.

      


      Counterparty
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 Bear Stearns a facsimile of
the fully-executed Confirmation to 212-272-9857. For inquiries please contact
CreditDerivativesDocumentation@bear.com.
To discuss an inquiry regarding U.S. Transactions, please contact Nick Girardi
by telephone at 212-272-8420.  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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        BEAR STEARNS CAPITAL MARKETS INC.


	 	 	 
	By: 	 

          	 
	 	Name:

          	 
	 	Title:

          	 


          

Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. 
        WELLS FARGO BANK, NATIONAL ASSOCIATION NOT INDIVIDUALLY, BUT SOLELY AS GRANTOR TRUST TRUSTEE FOR BEAR STEARNS STRUCTURED PRODUCTS INC. TRUST 2007-R3 


	 	 	 
	By: 	 

          	 
	 	Name:

          	 
	 	Title:

          	 


          

        
        With respect to Section 3(b) herein:

        WELLS FARGO BANK, NATIONAL ASSOCIATION, as Grantor Trust Trustee 


	 	 	 
	By: 	 

          	 
	 	Name:

          	 
	 	Title:

          	 


          
b
 
      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
A

     

     UNDERLYING
SECURITIES

     

    


    
      	
              
                
                

                Full
      Name of Series

              

            	 	
              
                Initial
      and Current Principal Balance

              

            	 	
              
                Principal
      Balance Included in Trust

              

            	 	
              
                
                

                Class
      % in Trust

              

            
	
              Structured
      Asset Mortgage Investments II Trust 2007-AR7, Mortgage Pass-Through
      Certificates, Series 2007-AR7, Class III-A-2 Certificates

            	 	
              $10,759,000

            	 	
              $10,759,000

            	 	
              
              

              100.00%

              
              

            
	
              Structured
      Asset Mortgage Investments II Trust 2007-AR7, Mortgage Pass-Through
      Certificates, Series 2007-AR7, Class A-4 Certificates

            	 	
              $134,917,000

            	 	
              $14,000,000

            	 	
              
              

              10.3768%